Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel; (b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent; (c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained); (d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and (e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 2 contracts
Samples: Credit Agreement (Altra Industrial Motion, Inc.), Credit Agreement (Boston Gear LLC)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances maintain the LC Obligations and the Term Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing DateDate (or such longer period as agreed to by Agent in its sole discretion), Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 60 days after the Closing DateDate (or such longer period as agreed to by Agent in its sole discretion), Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing DateDate (or such longer period as agreed to by Agent in its sole discretion), Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for at which a books and records are located or Collateral Access Agreement in excess of $500,000 is not so obtained)located;
(d) within 5 days (or, in the case of clause (iv) below, 10 days) Business Days after the Closing DateDate (or such longer period as agreed to by Agent in its sole discretion), Borrowers shall deliver to Agent the following (i) any certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, to the extent not delivered prior to the Closing Date, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Companythe original notes issued under the M&T Facility, marked cancelled: and (iii) Certificate #102 for 10 an affidavit of lost indemnity in form and substance reasonably satisfactory to Agent with respect to any certificates representing shares of Xxxxxx Manufacturing Corporation, and Stock pledged under the Security Agreement but not delivered to Agent on the Closing Date or pursuant to clause (ivi) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; andabove;
(e) on or prior to April 15, 2007 (or such longer period as agreed to by Agent in its sole discretion), Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be satisfactory to Agent;
(f) within 60 90 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “"matters that would be shown on a survey” " exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings; and
(g) within 10 days after the Closing Date (or such longer period as agreed to by Agent in its sole discretion), Borrowers shall deliver to Agent the Governing Documents, as amended, modified, or supplemented to the Closing Date, for XX Xxxx'x Incorporated certified by the Secretary of State of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Altra Industrial Motion, Inc.), Credit Agreement (TB Wood's INC)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;,
(b) the Borrowers will use their best efforts to assist Agent with the syndication of no less than $20,000,000 of the Total Commitment (the "Syndicated Amount"); the Borrowers acknowledge and agree that Agent shall have the right, after consultation with the Administrative Borrower, to alter the interest rates and fees payable with respect to the Syndicated Amount in order to assist in a successful syndication of such portion of the Total Commitment,
(c) at least 60 days prior to the expiration of the collective bargaining agreement referred to in Section 3.1(x), a satisfactory update of the negotiations for a new collective bargaining agreement or of alternate plans for continued operation,
(d) within 45 days after of the Closing Date, deliver to Agent a determination of the Enterprise Value of the Parent and its Subsidiaries, the results of which shall be satisfactory to Agent, such valuation to be performed by Xxxxx Xxxxxx and Company LLP,
(e) within 30 days of the Closing Date, Agent shall have received the results of litigation searches with respect to the Loan Parties specified in Schedule L-2 for the jurisdictions specified in such Schedule,
(f) not later than 90 days following the Closing Date, Borrowers shall (i) cause Universal Circulation Services Inc. to be merged with and into another Loan Party or dissolved and wound up and (ii) deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably evidence satisfactory to Agent;the Agent that such requirement has been timely satisfied,
(cg) within 90 not later than 30 days after following the Closing Date, Borrowers shall cause to be delivered to Agent UCC searches from the Secretary of State of California and the Secretary of State of Nevada with respect to Primary News which reflect that each UCC-1 naming Imperial Bank as secured party has been terminated or has lapsed without being continued,
(h) within 45 days of the Closing Date, Agent shall have received the results of the Canadian statutory lien searches,
(i) within 30 days of the Closing Date, the Loan Parties shall have implemented the electronic reporting system described in Section 6.2g,
(j) within 30 days of the Closing Date, Agent shall have received a zoning compliance letter (the "Zoning Letter") for the property located at 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, issued by the applicable municipality where such property is located and in the event the Zoning Letter discloses that such property is not in compliance with any applicable zoning laws, regulations, ordinances and/or rules, Borrowers will use their commercially reasonable efforts to deliver cure and correct any such non-compliance with any applicable zoning laws, regulations, ordinances or rules to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect reasonable satisfaction of any leased location for which a Collateral Access Agreement is not so obtained);Agent,
(dk) within 5 30 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Agent shall have received Cash Management Agreements for the Deposit Accounts of the Canadian Guarantors,
(l) within 30 days of the Closing Date, use commercially reasonable efforts to provide Agent with a representative sample, reasonably acceptable to Agent, of the contracts between the retailers and the publishers related to the In-Store Services/Claiming Accounts arising under the retail display payment claiming business of US Marketing Services,
(m) not later than November 3, 2003, deliver to the Collateral Agent Cash Management Agreements executed by Wachovia Bank, National Association for account no. 2000020370747 and account no. 2000020370750 maintained at such bank,
(n) Borrowers shall use their reasonable efforts to deliver a fully executed Validity and Support Agreement signed by Xxxxx X. Xxxxxx, and
(o) Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% executed originals of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Dateother Validity and Support Agreements, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liensform previously negotiated, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallnot later than November 5, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings2003.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the following conditions subsequent set forth below (the any failure by Borrowers Borrower to so perform satisfy or cause to be performed the satisfaction of each of such conditions subsequent constituting an Event of Default):
(a) within 30 ninety (90) days after the Closing Restatement Effective Date, Borrowers Agent and Borrower shall have delivered a notice pursuant to Agent certified copies that certain Collateral Access Agreement with respect to the principal location(s) where Horizon and Borrower maintain the Books relating to the Notes Receivable and other Collateral (i.e. 300 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 06032), notifying the other parties thereto of the policies resignation of insurance, together with the endorsements thereto, as are required by Section 5.8, former agent and appointment of the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(ci) within 90 ninety (90) days after the Closing Restatement Effective Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title certificates of insurance policies (or marked commitments verifying that Borrower and Servicer have increased the amount of their existing fidelity coverage as of the Restatement Effective Date to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liensnot less than $1,500,000, and such mortgagee title with an insurance policies (or marked commitments to issue the samecompany(ies) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with and (ii) within thirty (30) days after the grant of such Mortgage as aggregate Commitments first equal or exceed $100,000,000, Agent shall request have received lender's loss payee endorsements in favor of Agent meeting the requirements of Section 6.8 with respect to all such policies; and
(c) prior to depositing any assets into the Securities Account listed on Schedule 5.17 as of the Restatement Effective Date, and in any case no later than sixty (60) days after the Restatement Effective Date, Borrower shall deliver to Agent an executed Control Agreement acceptable to Agent in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient Discretion with respect to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingssuch Securities Account.
Appears in 1 contract
Samples: Loan and Security Agreement (Horizon Technology Finance Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall will use their commercially reasonable best efforts to deliver assist Agent with the syndication of no less than 40% and no more than 50% of the Total Commitment; the Borrowers acknowledge and agree that Agent shall have the right, after consultation with the Administrative Borrower, to Agent Collateral Access Agreements with respect to all leased locationsalter certain terms and conditions of this Agreement, including, without limitation, the following locations: Niagara International Trade Centertenor, 0000 Xxxxxxx Xxxxx Xxxxxxxxxstructure, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; interest rates and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent mayfees, in order to assist in a successful syndication of such portion of the Total Commitment, provided that no Event of Default or default under the ClimaChem Indenture would occur immediately after giving effect to, and as a result of, any such alteration;
(c) within 10 days of the written request of Agent to the Parent, the Parent shall execute and deliver to Agent (i) the Parent Security Agreement, in form and substance satisfactory to Agent, pursuant to which certain material assets of the Parent identified by Agent shall be pledged to Agent for the benefit of the Lenders to secure the obligations of the Parent under its Permitted DiscretionGuaranty and (ii) such other agreements, take a reserve for rent payable opinions of counsel, instruments, approvals or other documents as Agent may reasonably request in respect of any leased location for which a Collateral Access Agreement is not so obtained);connection therewith; and
(d) within 5 10 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers Agent shall deliver receive an opinion of Borrowers' counsel in respect of the shares of ClimaChem Stock pledged to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing DatePledge Agreements, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory of which shall be acceptable to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) Borrowers shall use commercially reasonable efforts to obtain for Agent, within 45 60 days after of the Closing Date, Borrowers shall deliver satisfactory Collateral Access Agreements with respect to Agent Cash Management Agreements the following locations: 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX 00000; 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000; 0000 Xxxx Xxxxx, Xxxxxxxx, XX 00000; 0000 Xxxxxxx Xxx, Xxxxxxx, XX 00000; 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000; and Control Agreements0000 X. 00xx Xx., in form and substance reasonably satisfactory to AgentXxxxxxxxxxxx, XX 00000;
(c) within 90 30 days after of the Closing Date, Borrowers Agent shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, have received searches reflecting the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, filing of the financing statements set forth in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained)Section 3.1(b) above;
(d) within 5 30 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent (in connection with the following Stock Pledge Agreement), all certificates representing the shares of foreign Stock pledged under the Security Agreementthereunder, as well as Stock powers with respect thereto endorsed in blank: ;
(ie) Certificate #5 for 65 Common Shares with respect to any Stock of 3091780 Nova Scotia Companyforeign Subsidiaries of Parent that is pledged pursuant to the Stock Pledge Agreement, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% within 60 days of the Closing Date, Borrowers shall use their best efforts to complete any steps required by the law of the jurisdiction of the issuer of such Stock to ensure that such pledge is valid, binding, enforceable (subject to equitable principles, bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally) and creates a perfected (or the local equivalent) Lien in favor of Warner Electric UK Group Ltd.Agent;
(f) within 5 days of the Closing Date, Agent shall have received the signatures of all foreign Subsidiaries with respect to the Intercompany Subordination Agreement; and
(eg) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation conditions set forth on the side letter regarding post closing conditions entered into by Agent and opinions Borrowers of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingseven date herewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Marketing Services Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers Agent shall have delivered to Agent received certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies Mortgage Policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent the Dark Properties in an amount reasonably amounts satisfactory to Agent assuring Agent that the Mortgage Mortgages on such Real Property Collateral is a Dark Properties are valid and enforceable first priority mortgage Lien Liens on such Real Property Collateral Dark Properties free and clear of all defects and encumbrances except Permitted LiensPriority Liens and except Carve-Out Expenses having a priority over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; and
(c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums within 45 days of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallClosing Date, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received (i) a real estate survey with respect to each parcel of Real Property Collateral not set forth on Schedule 3.1(q); the surveyors retained for such other documentation surveys, the scope of the surveys, and opinions of counselthe results thereof shall be reasonably acceptable to Agent and (ii) endorsements to the Mortgage Policies delivered pursuant to SECTION 3.1(P) which cover the Real Property Collateral described in clause (i) above, in form reflecting such surveys and substance reasonably satisfactory to Agent, in connection providing Agent with the grant scope of such coverage (with respect to survey related matters) that Agent obtained under the other Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (xPolicies delivered pursuant to SECTION 3.1(P) sufficient to have on the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsClosing Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Dairy Mart Convenience Stores Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 60 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 60 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after all documents or other instruments duly executed by the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counselapplicable Loan Party, in form and substance reasonably satisfactory to Agent, that are necessary to enable Agent to perfect its security interest in connection the Rolling Stock described in Schedule 3.2(b), which Schedule shall include for each piece of Rolling Stock information with respect to the grant manufacturer, the year made, the model, the vehicle identification number, the state in which it is licensed, the license number, the owner, the state in which it is titled and the certificate of title or ownership identification number (it being understood that until such Mortgage as certificates of title or ownership are delivered to Agent, Agent shall request establish reserves with respect thereto in its Permitted Discretionaccordance with Section 2.1(b)(iv));
(c) within 60 days of the Closing Date, includingimplement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth in Section 6.2 (other than Section 6.2(a));
(d) within 60 days of the Closing Date, without limitation, surveys (or existing surveys i) furnish Agent with an "Absolute Assignment," in form and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) substance reasonably satisfactory to Agent, of the key man life insurance policy in the amount of $4,000,000 on the life of Wxxxxxx X. Xxxxx, (ii) record such "Absolute Assignment" with the issuer of such key man life insurance policy, and (iii) furnish proof of such issuer's acceptance of such assignment (it being understood that all proceeds payable under such key man life insurance policy shall be payable to Agent to be applied on account of the Obligations in accordance with Section 2.4(b));
(e) within 45 days of the Closing Date, financing statements deliver to Agent the Collateral Access Agreements with respect to the locations listed on Part 1 of Schedule 3.2(e) (it being understood that until such Collateral Access Agreements are delivered to Agent, Agent shall establish a reserve equal to the rental costs under the applicable lease with respect to each such location for a 3 month period); and
(f) on or before October 15, 2002, deliver to Agent an ALTA survey with respect to each parcel composing the Appraised Real Property; the surveyors retained for such surveys, the scope of the surveys, the surveyor's certification with respect to such surveys and fixture filings.the substantive information reflected in such surveys to be acceptable to Agent in its Permitted Discretion (it being understood that until such survey is delivered to Agent and the title insurance company removes from the Mortgage Policy on the Appraised Real Property any and all exceptions arising out of such survey, Agent shall establish a reserve with respect thereto in the amount of $500,000 in accordance with Section 2.1(b)(v));
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.7, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) [intentionally omitted];
(c) within 45 30 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreementstitle opinions, in form and substance reasonably satisfactory to Agent, with respect to the Oil and Gas Properties referred to as Caprito Section 82 and Caprito Section 83;
(cd) within 90 30 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve an updated certificate of status for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Eastside Coal Company, (ii) Certificate #7 for 65 Common Shares Inc., such certificate to be issued by the Secretary of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares State of Xxxxxx Manufacturing Corporation, and (iv) a Colorado; which certificate representing 65% of the Stock of Warner Electric UK Group Ltd.shall indicate that such corporation is in good standing in such jurisdiction; and
(e) within 60 30 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real the Oil and Gas Property Collateral referred to as Caprito Section 98: (other than i) use its best efforts to satisfy (A) Requirement No. 6A of Limited Title Opinion, dated January 13, 2003 by William D. Patterson, P.C., which calls for a stipulation of interest xx xxxxxxxxx xxxxxnments executed by the Real Property Collateral located parties identified in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted LiensRequirement, and such mortgagee title insurance policies (or marked commitments to issue the sameB) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance Requirement No. 14 of such mortgagee title insurance policies (or marked commitments to issue Opinion, which calls for execution of a stipulation of interest by the same) "owners of the oil and gas leasehold estate" in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewithsuch Section 98; and (dii) provide evidence reasonably acceptable to Agent that (A) the AMI and Option Agreement, dated May 28, 1992, referred to in such Opinion, does not adversely affect the Borrower's interest in such Section 98 (it being agreed that an opinion from such opining counsel to that effect shall have received such other documentation and opinions of counsel, in be a satisfactory form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent evidence); (B) Borrower is being paid 100% of the oil and gas production allocable to the oil and gas leasehold estate in such Section 98 (it being agreed that a copy of the relevant portions of all relevant product purchase contract(s), or check stubs which identify such Section 98) shall request in its Permitted Discretionbe a satisfactory form of such evidence), including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (yC) reasonably the owners of the oil and gas leasehold estate are being paid on the interests shown in such Opinion (it being agreed that copies of pay sheets on all wells in such Section 98 shall be a satisfactory to Agentform of such evidencx), financing statements and fixture filings.
Appears in 1 contract
Samples: Loan and Security Agreement (Abraxas Petroleum Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) to issue Letters Of Credit is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.10, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 60 days after of the Closing Date, Borrowers shall either (i) deliver to Agent Cash Management Agreements satisfactory evidence that all existing copyrights of Borrower (other than Exempt Copyrights) that are capable of being registered pursuant to Section 6(a) of the Copyright Security Agreement have been registered with the United States Copyright Office and Control Agreementsthat all such copyrights and any proceeds thereof are specifically encumbered by the Copyright Security Agreement, in form and substance reasonably satisfactory or (ii) establish to Agentthe reasonable satisfaction of the Agent that Borrower's failure to comply with clause (i) is due solely to the failure of the United States Copyright Office to timely return endorsed filed copies of Borrower's copyright office filings;
(c) within 90 120 days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to (i) deliver to Agent Collateral Access Agreements satisfactory evidence that a patent application with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California existing inventions of Borrower (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location other than Exempt Patents) for which a Collateral Access Agreement patent is not so obtained);capable of being granted, pursuant to the Patent Security Agreement, has been filed with the United States Patent and Trademark Office, and that all such patents and any proceeds thereof are specifically encumbered by the Patent Security Agreement, or (ii) establish to the reasonable satisfaction of the Agent that Borrower's failure to comply with clause (i) is due solely to the failure of the United States Patent and Trademark Office to timely return endorsed filed copies of Borrower's patent office filings
(d) within 5 90 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers Borrower shall deliver to Agent have satisfied the following certificates representing shares of Stock pledged under the Security Agreementconditions set forth in clauses (a) through (e), as well as Stock powers with respect thereto endorsed in blank: (g), (h), and (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsSECTION 3.2 above.
Appears in 1 contract
Samples: Loan and Security Agreement (3do Co)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the following conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) Within 5 Business Days after the Closing Date, Agent shall have received the Ixxxxx Micro Subordination Agreement, duly executed by the parties thereto;
(b) Within 5 Business Days after the Closing Date, Agent shall have received an opinion of Bxxx Minnesota’s counsel in form and substance satisfactory to Agent;
(c) Within 5 Business Days after the Closing Date, Agent shall have received evidence satisfactory to Agent that Parent shall have increased its property insurance to an amount satisfactory to Agent to account for the acquisition of the Skytel Assets,
(d) Agent shall have received evidence satisfactory to Agent within 15 days after the Closing Date, that the Bxxx Industries Minnesota Actions listed on Schedule 4.11 have been dismissed or settled in a manner that is satisfactory to Agent;
(e) Within 30 days after the Closing Date, Agent shall have received Control Agreements and Cash Management Agreements with respect to the Deposit Accounts of the Borrowers and their Subsidiaries at Union Bank of California and Huntington Bank, which Control Agreements and Cash Management Agreements shall be duly executed by the parties thereto, in full force and effect, and otherwise in form and substance satisfactory to Agent,
(f) Within 30 days after the Closing Date, Agent shall have received certain credit card receipts agreements, executed and delivered by Borrowers and their Subsidiaries and Union Bank of California, which such credit card receipts agreements shall be duly executed by the parties thereto, in full force and effect, and otherwise in form and substance satisfactory to Agent,
(g) In the event that that certain Real Property commonly known as 300 X. Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx is not sold pursuant to the terms of that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated October 5, 2006, by and between Parent and Jxx Xxxxxxxx within 20 days after the Closing Date, then within 30 days after the Closing Date, Borrowers Agent shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements received with respect to all leased locations, including, without limitation, such Real Property the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blankfollowing: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia CompanyMortgages with respect to such Real Property, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably amounts satisfactory to Agent assuring Agent that the Mortgage Mortgages on such Real Property Collateral is a are valid and enforceable first priority mortgage Lien Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance mortgage policies (or marked commitments to issue the same) otherwise shall be in form and substance satisfactory to Agent; (iii) a phase-I environmental report and a real estate survey; the environmental consultants and surveyors retained for such reports or surveys with respect to such Real Property, the scope of the reports or surveys, and the results thereof shall be acceptable to Agent; and (iv) all other documentation (including one or more opinions of counsel satisfactory to Agent and including evidence of flood insurance with respect to such Real Property), in each case, which in Agent’s opinion is appropriate with respect to the execution and delivery of any of the documentation referenced in (i) through (iii) above.
(h) Within 30 days after the Closing Date, Agent shall have received (i) evidence reasonably satisfactory to Agent that each Borrower has filed for recordation with the United States Copyright Office, copyright registration applications for each existing and unregistered copyrights of each Borrower, together with the Copyright Security Agreement (which is referenced and defined in the Security Agreement), in each case, along with a petition for special or expedited handling; and (ii) an opinion of counsel for Borrowers with respect to such Copyright Security Agreement in form and substance reasonably satisfactory to Agent; ;
(ci) Borrowers and their Subsidiaries If any Borrower owns any Source Code, then within 30 days after the Closing Date, Agent shall have paid to said title insurance company all expenses and premiums received (i) duly executed counterparts of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewithSource Code Escrow Agreement; and (dii) evidence satisfactory to Agent that Borrowers have deposited all of its Source Code with the escrow agent in accordance with the terms and conditions of the Source Code Escrow Agreement;
(j) Within 30 days after the Closing Date, Borrowers shall terminate (i) that certain patent security agreement, dated as of April 15, 1993, in favor of Chemical Bank that was recorded on June 17, 1993, and (ii) that certain trademark security agreement, dated as of April 15, 1993, in favor of Chemical Bank that was recorded on June 17, 1993;
(k) Within 30 days after the Closing Date, Agent shall have received Collateral Access Agreements with respect to the following locations: (i) 8000 Xxxxxxxx Xxxxxxxx, Xxxxx #0000, Xxxxxxxxxxxx, XX 00000 (chief executive office); (ii) 1000 X. Xxxxx Xxxxxx, Xx Xxxxxxx, XX 00000 (chief executive office); (iii) 500 Xxxxxx Xxxxxx Xx., Xxxxx, XX 55121 (inventory and equipment), (iv) 4000 Xxxx Xxx., Xxxxx Xxxxxx, XX 00000 (inventory and equipment); (v) N. 117 W. 10000 Xxxxxx Xxxxx, Germantown, WI 53022 (inventory and equipment); and (vi) 500 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX (former chief executive office of Skytel).
(l) Within 30 days after the Closing Date, Borrowers shall have used best efforts to obtain Collateral Access Agreements with respect to the following locations: (i) 10000 X. Xxxxx Deer Road, Milwaukee, WI 53224, (ii) 9000 Xxxxxxxxx Xxxxxxx, #000, Xxxxxxxx, XX 00000, (iii) 5000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000, and (iv) 5000 Xxxxxxx Xxxx, Xxxxx X, Xxxxxxxxxxxx, XX 00000 (and Borrowers shall have provided Agent with evidence of such best efforts);
(m) Within 60 days after the Closing Date, each Borrower shall use its best efforts to provide Agent a certificate of title for each motor vehicle owned by such Borrower, with the Agent’s Lien noted thereon, and otherwise in form and substance satisfactory to Agent (and each such Borrower shall have provided Agent with evidence of such best efforts); and
(n) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably evidence satisfactory to AgentAgent that within 75 days after the Closing Date, the Inactive Subsidiaries have been dissolved and that a certificate of dissolution in connection with respect of each such Inactive Subsidiary has been filed and accepted by the grant Secretary of State of the jurisdiction of organization of each such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsInactive Subsidiary.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 10 days after of the Closing Date, Borrowers Lender shall have delivered received a Cash Management Agreement with respect to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counselConcentration Account;
(b) within 45 10 days after of the Closing Date, Borrowers Lender shall deliver to Agent have received a Control Agreement for any Securities Account or any Deposit Account of Borrower of any of its Subsidiaries that contains cash, Cash Management Agreements and Control Equivalents, deposit account balances, or Investment Property in an aggregate amount in excess of $100,000 outstanding as of such date;
(c) within 10 days of the Closing Date, Lender shall have received the Credit Card Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing DateLender, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locationsduly executed, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood in full force and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);effect,
(d) within 5 the earlier of (i) 10 days from the date of the making of the initial Advance (oror other extension of credit) hereunder, in the case of clause and (ivii) below, 10 days) after 15 days from the Closing Date, Borrowers Lender shall deliver have received the Mortgage on that certain Real Property owned by Xxxxxx'x of Chicago/Jacksonville LLC commonly known as 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, XX, 00000, in form and substance satisfactory to Agent the following certificates representing shares of Stock pledged under the Security AgreementLender, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporationduly executed, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; andin full force and effect;
(e) within 60 the earlier of (i) 10 days after from the date of the making of the initial Advance (or other extension of credit) hereunder, and (ii) 15 days from the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lender shall have received a mortgagee title insurance policies policy (or marked commitments commitment to issue the same) for such the Real Property Collateral issued by a title insurance company satisfactory to Lender (each a "MORTGAGE POLICY" and, collectively, the "MORTGAGE POLICIES") in amounts reasonably satisfactory to Agent in an amount reasonably satisfactory Lender up to Agent 125% of the appraised value of such Real Property Collateral assuring Agent Lender that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policy otherwise shall be in form and substance reasonably satisfactory to Agent; Lender;
(cf) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums within 30 days of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallClosing Date, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent Lender shall have received such other documentation and opinions certified copies of counselthe policies of insurance, in together with the endorsements thereto, as are required by SECTION 6.8, the form and substance reasonably of which shall be satisfactory to AgentLender and its counsel;
(g) within 30 days of the Closing Date, Lender shall have received searches reflecting the filing of all financing statements described in connection with SECTION 3.1(b);
(h) within the grant of such Mortgage as Agent shall request time specified in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to AgentSCHEDULE 3.2(h), financing statements and fixture filingseach of the conditions subsequent set forth in SCHEDULE 3.2(h) shall be fulfilled.
Appears in 1 contract
Samples: Loan and Security Agreement (Mortons Restaurant Group Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the following conditions subsequent set forth below (the any failure by Borrowers Borrower to so perform satisfy or cause to be performed the satisfaction of each of such conditions subsequent constituting an Event of Default):
(a) within 30 ninety (90) days after the Closing Restatement Effective Date, Borrowers Agent and Borrower shall have delivered a notice pursuant to Agent certified copies that certain Collateral Access Agreement with respect to the principal location(s) where Horizon and Borrower maintain the Books relating to the Notes Receivable and other Collateral (i.e. 300 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 06032), notifying the other parties thereto of the policies resignation of insurance, together with the endorsements thereto, as are required by Section 5.8, former agent and appointment of the form and substance of which shall be reasonably satisfactory to Agent and its counselAgent;
(b) (i) within 45 ninety (90) days after the Closing Restatement Effective Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title certificates of insurance policies (or marked commitments verifying that Borrower and Servicer have increased the amount of their existing fidelity coverage as of the Restatement Effective Date to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liensnot less than $1,500,000, and such mortgagee title with an insurance policies (or marked commitments to issue the samecompany(ies) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with and (ii) within thirty (30) days after the grant of such Mortgage as aggregate Commitments first equal or exceed $100,000,000, Agent shall request have received lender's loss payee endorsements in favor of Agent meeting the requirements of Section 6.8 with respect to all such policies; and
(c) prior to depositing any assets into the Securities Account listed on Schedule 5.17 as of the Restatement Effective Date, and in any case no later than sixty (60) days after the Restatement Effective Date, Borrower shall deliver to Agent an executed Control Agreement acceptable to Agent in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient Discretion with respect to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingssuch Securities Account.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers either Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 thirty (30) days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 days repayment of Intercompany Loans, or future loans of a similar quality due to FFPO from DF, will be permitted, from time to time, so long as no Event of Default exists and so long as DF has the Required Availability of $2,500,000 after the Closing Date, Borrowers shall deliver giving effect to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agentsuch payment;
(c) within 90 days after Lender will have the Closing Date, Borrowers shall use their commercially reasonable efforts ability to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, appraise the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, Inventory in its Permitted Discretion, take a reserve for rent payable in respect an Event of any leased location for which a Collateral Access Agreement is not so obtained)Default;
(d) within 5 Lender will require accounts receivable reporting twice weekly from DF;
(e) Lender will require inventory reporting daily from DF;
(f) Lender will require month-end tank level reports from DF verified by a reputable third party acceptable to Lender;
(g) Within thirty (30) days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers one hundred percent (100%) of all of DF's customer accounts under ACH terms shall deliver be set up to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.automatically sweep into Lender's lockbox; and,
(eh) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lender shall have received a mortgagee title insurance policies (or marked commitments to issue policy for the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent Lender (the "Mortgage Policy") in an the amount reasonably satisfactory to Agent of $500,000 assuring Agent Lender that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policy otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLender.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 60 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements a phase-I environmental site assessment report with respect to each parcel composing the Real Property Collateral; the environmental consultants and Control Agreementssurveyors retained for such reports, in form the scope of the reports, and substance reasonably satisfactory the results thereof shall be acceptable to AgentAgent and Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments;
(c) Agent shall have conducted a field visit of Kolmar Canada and OSG Ivers-Lee as part of the first audit after the Closing Date by or on xxxxxx xf Agent, and Agent shall be satisfied with the results thereof;
(d) on or before November 30, 2002, Agent shall have received an ALTA as-built survey with respect to the property owned by Piedmont Laboratories located in Gainesville, Georgia; the surveyor retained for such survey, the scope of the survey, and the results thereof shall be acceptable to Agent and Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments;
(e) within 90 30 days after the Closing Date, Borrowers Agent shall use their commercially reasonable efforts to deliver have received duly executed copies of the Canadian Cash Management Agreements, and such agreements shall be in full force and effect;
(f) within 30 days after the Closing Date, Parent shall have delivered to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center(i) 615 Crescent Avenue, 0000 Xxxxxxx Ramsey, New Jersey, 07446 and (ii) Kolmar Laborxxxxxxx, 000 Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx, XxxxxxxxxxxxxXxlifornia 92880; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);and
(dx) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing xxxxxx 00 xxxx xxxxx xxx Xxxxxxg Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreementhave secured, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located situated in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title Port Jervis, NY, flood insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory at least equal to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings$5,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Outsourcing Services Group Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 90 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements Lender the results of the Canadian statutory lien searches, which results shall not reflect any Liens other than Permitted Liens and Control Agreements, in form and substance reasonably which shall be otherwise satisfactory to AgentLender;
(c) within 90 30 days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers Borrower shall deliver to Agent Lender (i) duly executed Foreign Pledge Agreements by Borrower pursuant to which Borrower pledges in favor of Lender 65% of the following Stock held by Borrower of Anacomp Holdings UK, Xidex GmbH, a company organized under the laws of Germany, Anacomp B.V., a company organized under the laws of Holland, Anacomp S.A., a company organized under the laws of France and Anacomp Italia s.r.l, a company organized under the laws of Italy and 100% of the Stock held by Borrower of Anacomp GmbH & Co. KG, a limited partnership organized under the laws of Germany, held by Borrower, (ii) all certificates representing the shares of Stock pledged under the Security Agreementthereunder, as well as Stock (iii) all stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (iiiv) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Companyall consents from third parties that are necessary or desirable to effectuate the pledge, (iiiv) Certificate #102 for 10 shares an opinion of Xxxxxx Manufacturing CorporationBorrower's counsel with respect to each Foreign Pledge Agreement, and (ivvi) a certificate representing 65% all other instruments, agreements or documents requested by Lender that are necessary or desirable to effectuate the pledge of such Stock; all in form and substance satisfactory to Lender;
(d) on or before August 5, 2004, Borrower shall file termination statements in form and substance satisfactory to Lender for the financing statements bearing numbers 2308357 and 1999-0760600 filed with the Secretary of the Stock State of Warner Electric UK Group Ltd.; andIndiana and San Diego County recorder's office, respectively, and shall deliver to Lender evidence in form and substance satisfactory to Lender of the filing of such termination statements;
(e) within 60 10 days after of the Closing Date, the following conditions Borrower shall have been satisfied delivered to Lender a Cash Management Agreement duly executed and delivered by the Canadian Obligor and Bank One, N.A. with respect to all Real Property Collateral Deposit Account numbers 0000000000 and 4652883101;
(other than f) within 3 days of the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Closing Date, Lender shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be evidence in form and substance reasonably satisfactory to AgentLender that Deposit Account number 0000000-3156 with Fleet National Bank has been closed; and
(cg) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (on or marked commitments to issue the same) and in addition shallbefore August 6, to the extent required2004, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent Lender shall have received such other documentation and opinions of counsel, (i) evidence in form and substance reasonably satisfactory to AgentLender that the Stock certificates representing all of the Stock of Anacomp Holdings UK and denominated as Certificate 7 for 115 shares, in connection with Certificate 8 for 112 shares, Certificate 9 for 98 shares, Certificate 13 for 4 shares, Certificate 15 for 325 shares, Certificate 16 for 3 shares have been canceled, and (ii) a Stock certificate for 427 shares of the grant Stock of Anacomp Holdings UK representing the shares of Stock of such Mortgage as Agent shall request company pledged under the Stock Pledge Agreement, together with Stock powers with respect to such Stock certificate executed in its Permitted Discretion, including, without limitation, surveys (or existing surveys blank in form and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably substance satisfactory to Agent), financing statements and fixture filingsLender.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances or Capital Expenditures Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect:
(i) Credit Card Agreements with respect to all the Credit Card Processors;
(ii) Cash Management Agreements with respect to each Concentration Account and the Designated Account;
(iii) the Control Agreements with respect to each Securities Account listed in Schedule 5.18, except as permitted under Section 7.12;
(iv) a Customs Broker Agreement from each Customs Broker;
(v) a Freight Forwarder Agreement from each Freight Forwarder;
(b) within 60 days of the Closing Date, to the extent not delivered on the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the a certificate of insurance with respect to each such policy and such endorsements thereto, thereto as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;; and
(bc) use commercially reasonable best efforts to deliver to Agent, within 45 60 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; Borrower's chief executive office and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect each of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, Borrower's Non-Owned Storage Facilities in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsUnited States.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.7, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) [intentionally omitted];
(c) within 45 30 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreementstitle opinions, in form and substance reasonably satisfactory to Agent, with respect to the Oil and Gas Properties referred to as Caprito Section 82 and Caprito Section 83;
(cd) within 90 30 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve an updated certificate of status for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Eastside Coal Company, (ii) Certificate #7 for 65 Common Shares Inc., such certificate to be issued by the Secretary of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares State of Xxxxxx Manufacturing Corporation, and (iv) a Colorado; which certificate representing 65% of the Stock of Warner Electric UK Group Ltd.shall indicate that such corporation is in good standing in such jurisdiction; and
(e) within 60 30 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real the Oil and Gas Property Collateral referred to as Caprito Section 98: (other than i) use its best efforts to satisfy (A) Requirement No. 6A of Limited Title Opinion, dated January 13, 2003 by Xxxxxxx X. Xxxxxxxxx, P.C., which calls for a stipulation of interest or corrected assignments executed by the Real Property Collateral located parties identified in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted LiensRequirement, and such mortgagee title insurance policies (or marked commitments to issue the sameB) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance Requirement No. 14 of such mortgagee title insurance policies (or marked commitments to issue Opinion, which calls for execution of a stipulation of interest by the same) "owners of the oil and gas leasehold estate" in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewithsuch Section 98; and (dii) provide evidence reasonably acceptable to Agent that (A) the AMI and Option Agreement, dated May 28, 1992, referred to in such Opinion, does not adversely affect the Borrower's interest in such Section 98 (it being agreed that an opinion from such opining counsel to that effect shall have received such other documentation and opinions of counsel, in be a satisfactory form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent evidence); (B) Borrower is being paid 100% of the oil and gas production allocable to the oil and gas leasehold estate in such Section 98 (it being agreed that a copy of the relevant portions of all relevant product purchase contract(s), or check stubs which identify such Section 98) shall request in its Permitted Discretionbe a satisfactory form of such evidence), including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (yC) reasonably the owners of the oil and gas leasehold estate are being paid on the interests shown in such Opinion (it being agreed that copies of pay sheets on all xxxxx in such Section 98 shall be a satisfactory to Agentform of such evidence), financing statements and fixture filings.
Appears in 1 contract
Samples: Loan and Security Agreement (Abraxas Petroleum Corp)
Conditions Subsequent to the Initial Extension of Credit. (a) The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise to extend credit hereunder) is shall be subject to delivery to the fulfillmentLender by the Borrowers, on or before the date applicable theretoJanuary 6, 2006, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(ai) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent duly executed Collateral Access Agreements with respect to all such leased locationslocations of any Borrower as the Lender deems appropriate, including, without limitationbut not limited to, the following locations: Niagara International Trade Center000 Xxxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx00, Xxx Xxxx; 000 X-00 Xxxxx, XxxxxxxxxXxx Xxxx 00000, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares duly executed certificates of 3091780 Nova Scotia Companyinsurance, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporationtogether with duly executed endorsements thereto, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued as required by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counselSECTION 6.7, in form and substance reasonably satisfactory to Agentthe Lender and that reflect that Zanett Commercial Solutions, Inc. is a named insured on such policies. The failure by the Borrowers to so deliver to the Lender all such duly executed documents (in form and substance satisfactory to the Lender) on or before January 6, 2006 shall constitute an Event of Default.
(b) The obligation of the Lender to continue to make Advances (or otherwise to extend credit hereunder) shall be subject to delivery to the Lender by the Borrowers, on or before January 13, 2006, of one or more duly executed amendments (in form and substance satisfactory to the Lender) of the ongoing earnout payment obligations incurred by Whitbread Technology Partners, Inc. in connection with the grant acquisition of its business, and to which Zanett Commercial Solutions, Inc. is succeeding as a result of the merger of Whitbread Technology Partners, Inc. into Zanett Commercial Solutions, Inc. The failure by the Borrowers to so deliver to the Lender all such Mortgage as Agent executed documents on or before January 13, 2006 shall request in its Permitted Discretion, including, without limitation, surveys constitute an Event of Default.
(c) The obligation of the Lender to continue to make Advances (or otherwise to extend credit hereunder) shall be subject to closure by the Borrowers by January 31, 2006 of each Borrower's existing surveys accounts with financial institutions other than the Lender, except for those accounts that the Borrowers are permitted to maintain in accordance with SECTION 7.19. The failure by the Borrowers to complete such closures on or before January 31, 2006 shall constitute an Event of Default.
(d) The obligation of the Lender to continue to make Advances (or otherwise to extend credit hereunder) shall be subject to delivery to the Lender by the Borrowers, on or before January 6, 2006, of good standing certificates evidencing that Zanett Commercial Solutions, Inc. is qualified to do business, and survey affidavits in good standing, in the States of New York, Ohio, and Indiana and in the Commonwealth of Massachusetts and that are Paragon Dynamics, Inc. is qualified to do business, and in good standing, in the State of Colorado. The failure by the Borrowers to so deliver to the Lender all such good standing certificates (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance in form and (y) reasonably substance satisfactory to Agent)the Lender) on or before January 6, financing statements and fixture filings2006 shall constitute an Event of Default.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 15 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, a promissory note executed by Robert Kassel to the order of Parent in form and substance reasonably satisfactory to Agentthe principal amount of $546,000 xxxxxxxx with an endorsement executed in blank by Parent;
(c) within 90 15 days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect evidence in form and substance satisfactory to all leased locationsAgent, includingof the satisfaction and release, without limitationas of record, of the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtainedLiens identified on Schedule 3.2(c);
(d) within 5 days (orby no later than March 31, in the case of clause (iv) below, 10 days) after the Closing Date2003, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: cause (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia CompanyWeed Wizard to be legally dissolved and its assets sold in an orderly liquidation and its liabilities duly satisfied, each in form and substance satisfactory to Agent, or (ii) Certificate #7 for 65 Common Shares 100% of 3091780 Nova Scotia Company, the outstanding Stock of Weed Wizard to be sold or (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing CorporationWeed Wizard to commence an Insolvency Proceeding, and, in connection with the foregoing clauses (i) and (ivii), so long as no Event of Default has occurred and is continuing or would result therefrom, Agent will release (a) Weed Wizard as a certificate representing 65% of Guarantor and (b) Agent's liens on the assets and/or Stock of Warner Electric UK Group Ltd.; andWeed Wizard, in either case in exchange for any net proceeds of such liquidation or dissolution, if any;
(e) within 60 30 days after from the Closing Date, the following conditions shall have been satisfied with respect deliver to all Real Property Collateral (other than the Real Property Collateral located Agent a Control Agreement, or its equivalent, in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably form and substance satisfactory to Agent in an amount reasonably its Permitted Discretion, entered into by and among the Borrowers, Agent, and the Royal Bank of Canada or such other bank mutually satisfactory to Agent assuring and Borrowers with respect to any DDA maintained by a bank in Canada; provided that, so long as no Event of Default has occurred and is continuing, (i) such Control Agreement shall permit (subject to clauses (ii) and (iii) below) Borrowers to maintain at all times an amount equal to at least $25,000 in such DDA, (ii) on the last Business Day of each fiscal month, Borrowers shall immediately deposit the positive difference between (A) the amount of cash in such DDA as of such date and (B) $25,000, into the Cash Management Account, and (iii) at any time the amount of cash in such DDA exceeds $100,000, Borrowers shall immediately deposit the difference between (A) the amount of cash in such DDA as of such date and (B) $25,000, into the Cash Management Account;
(f) within 10 days from the Closing Date, deliver to Agent that searches reflecting the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear filing of all defects financing statements and encumbrances except Permitted LiensPPSA Filings;
(g) within 30 days from the Closing Date, deliver to Agent certified searches from the Secretary of State of Delaware and Michigan and the equivalent governmental agency in Ontario, Canada, reflecting (i) the filing of all financing statements and PPSA Filings, and such mortgagee title insurance policies (or marked commitments ii) that no other Liens have been filed as of the "through dates" of the searches performed by Agent and delivered to issue Borrowers; and
(h) within 10 Business Days of the same) otherwise shall be in form and substance reasonably satisfactory Closing Date, deliver to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums Agent an opinion of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of Ampro's counsel, in form and substance reasonably satisfactory to Agent, in connection with Agent and the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLenders.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the following conditions subsequent set forth below (the any failure by Borrowers Borrower to so perform satisfy or cause to be performed the satisfaction of each of such conditions subsequent constituting an Event of Default):
(a) within 30 ninety (90) days after the Closing Date, Borrowers Agent shall have delivered received a Collateral Access Agreement with respect to Agent certified copies of the policies of insuranceprincipal location(s) where Horizon and Borrower maintain the Books relating to the Notes Receivable and other Collateral (i.e. 000 Xxxxxxxxxx Xxxxxx, together with the endorsements theretoXxxxxxxxxx, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counselXxxxxxxxxxx 06032);
(b) within 45 one hundred twenty (120) days after the Closing Date, Borrowers Borrower shall deliver have completed the implementation of the ERS; provided, however, that such one hundred twenty (120) day deadline shall be extended to Agent Cash Management Agreements and Control Agreements, the extent that Borrower is unable to complete the implementation of the ERS due to any delay in form and substance reasonably satisfactory the availability of Agent’s personnel necessary to Agentimplement the ERS;
(c) within 90 prior to depositing any assets into the Securities Account listed on Schedule 5.17 as of the Closing Date, and in any case no later than sixty (60) days after the Closing Date, Borrowers Borrower shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements an executed Control Agreement acceptable to Agent in its Permitted Discretion with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxsuch Securities Account; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);and
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, within ninety (ii90) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title (A) certificates of insurance policies (or marked commitments verifying that Borrower and Servicer have increased the amount of their existing fidelity coverage as of the Closing Date to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liensnot less than $1,500,000, and such mortgagee title with an insurance policies (or marked commitments to issue the samecompany(ies) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, and (B) lender's loss payee endorsements in connection favor of Agent meeting the requirements of Section 6.8 with respect to all such policies, and (ii) within thirty (30) days after the grant of such Mortgage as aggregate Commitments first equal or exceed $100,000,000, Agent shall request in its Permitted Discretionhave received (A) certificates of insurance verifying that Borrower and Servicer have increased the amount of their existing fidelity coverage to an amount not less than $3,000,000, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title with an insurance and (ycompany(ies) reasonably satisfactory to Agent), financing statements and fixture filings(B) lender's loss payee endorsements in favor of Agent meeting the requirements of Section 6.8 with respect to all such policies.
Appears in 1 contract
Samples: Loan and Security Agreement (Horizon Technology Finance Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;; and
(b) within 45 30 days after of the Closing Date, Borrowers Agent shall deliver have received an appraisal of the Liquidation Percentage applicable to Agent Cash Management Agreements and Control AgreementsBorrowers' Inventory, in form and substance reasonably the results of which shall be satisfactory to Agent;
(c) within 90 days after 10 Business Days of the Closing Date, Borrowers Agent shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements have received completed reference checks with respect to all leased locations, including, without limitationBorrowers' senior management, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that results of which are satisfactory to Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained)sole discretion;
(d) (i) within 5 30 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect received the Mortgages relative to all the Real Property Collateral (other than the Prince Real Property Collateral located in Property), and (ii) within 30 days of the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Closing Date, Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such the Real Property Collateral (other than the Prince Real Property) issued by a title insurance company reasonably satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in an amount reasonably amounts satisfactory to Agent assuring Agent that the Mortgage Mortgages on such Real Property Collateral is a are valid and enforceable first priority mortgage Lien Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; ;
(ce) Borrowers and their Subsidiaries (i) on or before December 31, 2003, if the PMC Sale Transactions shall not have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallbeen closed, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received the Mortgages relative to the Prince Real Property, (ii) on or before December 31, 2003, if the PMC Sale Transactions have been closed, Agent shall have received the Mortgages relative to the Prince Real Property that is not part of the PMC Sale Transactions; and (iii) on or before December 31, 2003, Agent shall have received a Mortgage Policy in amounts satisfactory to Agent assuring Agent that the Mortgages on such other documentation Real Property Collateral are valid and opinions enforceable first priority mortgage Liens on such Real Property Collateral free and clear of counselall defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent;
(f) on January 1, 2004, if the PMC Sale Transactions have not been closed, Parent shall pledge the Stock of Prince Mfg to Agent, for the benefit of the Lender Group and the Bank Product Providers, cause PMC and Prince Mfg to execute a Control Agreement and joinder to the Guaranty and the Guarantor Security Agreement, and cause Prince Mfg to execute a joinder to the Stock Pledge Agreement and pledge the stock of PMC to Agent, for the benefit of the Lender Group and the Bank Product Providers;
(g) within 10 Business Days of the Closing Date, Agent shall have received evidence satisfactory to it that MRT Holdings has been dissolved; and
(h) within 10 Business Days of the Closing Date, Agent shall have received Collateral Access Agreements with respect to the Love Box Locations and the Wagner Industries Location;
(i) within 45 days xx xxx Closing Date, Agent shall have received Collateral Access Agreements with respect to: (i) One Parker Plaza, Fort Lee, NJ 07024, (ii) 8851 Dice Road, Santa Fx Xxxxxxx, CA 90670, axx (iii) 710 Route 46 Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000;
(x) xxxxxx 00 xxxx xx xxx Xxxxxxx Xxxx, Xxent shall have completed its audit of the books and records of the Borrowers and their Domestic Subsidiaries, with the results of such audit to be satisfactory to Agent in its sole discretion;
(k) within 20 days of the Closing Date, Agent shall have received confirmation that the Borrowers and their Domestic Subsidiaries have registered their NADAs with the United States Copyright Office;
(l) within 30 days of the Closing Date, Agent shall have received a copyright security agreement, in form and substance reasonably satisfactory to Agent, in connection to be filed with the grant United States Copyright Office; and
(m) within 30 days of such Mortgage as the Closing Date, Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys have received an updated Schedule 5.18 which shall include information regarding Deposit Accounts and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy Securities Accounts of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsBorrowers' Foreign Subsidiaries.
Appears in 1 contract
Samples: Loan and Security Agreement (Phibro Animal Health Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 5 days after the Closing Date, Borrowers shall have deliver to Lender an original replacement stock certificate representing all of the outstanding shares of Stock of SMI, together with stock powers with respect thereto endorsed in blank. The restrictive legend on the reverse side of the certificate delivered in connection with the December 2000 Loan Agreement shall be replaced on such replacement certificate with the following restrictive legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH OFFERING, SALE, DELIVERY, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS OR AN EXEMPTION FROM SUCH REQUIREMENTS OF THE ACT AND SUCH LAWS IS AVAILABLE WITH RESPECT THERETO.
(b) within 10 days of the Closing Date, deliver to Agent Lender certified copies of the policies of cargo and property insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(bc) within 45 10 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements Lender Intercompany Notes from Cyrk Europe Limited and Control Agreements, in form and substance reasonably satisfactory to Agent;
Cyrk (c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.H.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation obligations of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) to issue Letters of Credit is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after 5 Business Days of the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received a mortgagee title insurance policies policy (or marked commitments to issue the same) for such Real Property Collateral MFI's Medford, Oregon facility issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such the mortgagee title insurance policies policy otherwise shall be in form and substance satisfactory to Agent;
(b) within 5 Business Days of the Closing Date, a mortgagee title insurance policy (or marked commitments to issue the same) for GCI's Hollywood, California Retail Store issued by a title insurance company satisfactory to Agent in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the mortgagee title insurance policy otherwise shall be in form and substance reasonably satisfactory to Agent; and
(c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums within 30 days of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallClosing Date, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted searches from the mortgagee policy appropriate governmental agencies reflecting the filing of title insurance and (y) reasonably satisfactory to Agent), all such financing statements and fixture filingsthe first priority position, with the exception of Permitted Liens, of the security interest of Agent in the Personal Property Collateral.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances and L/C Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):) or the express prior written waiver thereof by Lender:
(a) within 30 ninety (90) days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified Lender copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 fifteen (15) days after of the Closing Date, Borrowers Borrower shall have filed termination statements with respect to the Liens on the real property owned by GACC in favor of Bank of America, N.A. and T&W Financial Services Company LLC and with respect to the Liens listed on Schedule 3.2(b) and delivered copies of such termination statements to Lender and within forty-five (45) days of the Closing Date Lender shall have received evidence in form and substance reasonably satisfactory that such Liens have been released;
(c) Borrower shall use commercially best efforts to obtain and deliver to Agent Cash Management Agreements Lender within seventy-five (75) days of the Closing Date a Collateral Access Agreement duly executed by the lessors of the facilities located at 000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx and Control Agreements000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx (which efforts shall not include monetary expenditures in excess of nominal amounts);
(d) Borrower shall use commercially best efforts to obtain and deliver to Lender within seventy-five (75) days of the Closing Date, a Landlord's Consent to Leasehold Mortgage duly executed by the lessor of Borrower's corporate headquarters (which efforts shall not include monetary expenditures in excess of nominal amounts);
(e) within seventy-five (75) days of the Closing Date, Airport Cookies shall have been merged into Borrower and Lender shall have received evidence of such merger in form and substance reasonably satisfactory to Agent;Lender; and
(cf) within 90 seventy-five (75) days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lender shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent evidence that the Mortgage on such Real Property Collateral is a valid UCC financing statements filed by Peachtree Pretzel, Sunshine Pretzel and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be CMBC have been amended in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLender."
Appears in 1 contract
Samples: Loan and Security Agreement (MRS Fields Original Cookies Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances hereunder (or otherwise to extend any other credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within Within 120 days after the Closing Date, Borrower shall have used commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to the Borrower’s chief executive office;
(b) Within 30 days after the Closing Date, Borrowers Borrower shall deliver to Agent duly executed Cash Management Agreements and Control Agreements, for Borrower’s accounts set forth on Schedule 4.17, in each case in form and substance satisfactory to Agent;
(c) Within 30 days after the Closing Date, Agent shall have delivered to Agent certified received copies of the policies of insuranceall insurance policies, together with the endorsements theretothereto (including loss payable endorsements), as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);and
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within Within 60 days after the Closing Date, Agent shall have conducted a takeover audit, which will include, among other things, a verification that all of Borrower’s production taxes and royalty payments are current, verification of Borrower’s cash balances (including the following conditions sources of such cash), a calculation of the Borrowing Base after updating the two-year NYMEX Strip Price and rolling forward production volumes of Borrower shall have been satisfied with respect completed, the results of which shall be satisfactory to all Real Property Collateral Agent.
(other than e) Within 15 Business Days after the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Closing Date, Agent shall have received mortgagee title insurance policies evidence that Borrower shall have entered into Acceptable Commodity Hedging Agreements with respect to their Hydrocarbon production, with the aggregate notional volumes of Hydrocarbons covered by such Acceptable Commodity Hedging Agreements constituting not less than 50% and not more than 80% of the aggregate amount of Borrower’s estimated Hydrocarbon production volumes on an mcf equivalent basis (or marked commitments where one barrel of oil is equal to issue the samesix mcf of gas) for the succeeding twenty-four calendar months after the Closing Date from Oil and Gas Properties classified as Proved Developed Producing Reserves in the Initial Reserve Report plus such Real Property Collateral issued additions to Proved Developed Producing Reserves as Borrower estimates to have been made as a result of drilling activity by Borrower occurring after the most recent Reserve Report.
(f) Within 30 days after the Closing Date, Agent shall have received environmental site assessment reports and a title insurance company reasonably satisfactory to Agent reliance letter from the environmental consultants and surveyors retained for such environmental site assessment reports in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid respect of Borrower’s Oil and enforceable first priority mortgage Lien on such Real Property Collateral free Gas Properties in Matagorda County and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be Xxxxxxxx County; in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillmentfulfillment by Borrowers, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 15 Business Days after the Closing Date, deliver to Agent the Cash Management Agreements, in form and substance satisfactory to Agent, duly executed by the parties thereto and effective as of the dates thereof;
(b) within 15 Business Days after the Closing Date, deliver to Agent certified copies of resolutions of each Borrower's and each Guarantor's board of directors authorizing the transactions contemplated by the Loan Documents to which such entities are party, any amendments or modifications thereto and such other matters as Agent may reasonably require;
(c) within 30 days after the Closing Date, Borrowers shall have delivered deliver to Agent an opinion of counsel to Maytag, Mercury Air Center-Hartsfield, LLC, Mercury Air Center-Peachtree-Dekalb, LLC, Mercury Aix Xxxxxx-Xackson, LLC., Mercury Air Center-Reno, LLC, Mercury Air Center-Charlxxxxx, LLC. and Mercury Air Center-Johns Island, LLC., each in form and substance satisfactory to Agent;
(d) within 30 days after the Closing Date, deliver to Agent a certificate of insurance with respect to its business interruption insurance, together with a lenders loss payable endorsement thereto, all in form and substance satisfactory to Agent;
(e) within 30 days after the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(bf) within 45 30 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreementsa Collateral Access Agreement with respect to 6145 Lehman Drive, Suite 300, Colorado Springs, Colorado, 80918;
(x) xxxxxx 30 days after the Closing Date, deliver to Agent a deposit account control agreement, in form and substance reasonably satisfactory to Agent, with respect to each of the DDAs;
(h) within 30 days after the Closing Date, deliver to Agent evidence, in form and substance satisfactory to Agent, of the satisfaction and release, as of record, of the Liens to be Released;
(i) within 30 days after the Closing Date, deliver to Agent certificates of status, other than those received by Agent prior to the Closing Date, with respect to each Borrower, issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which the nature of such Borrower's business operations require such Borrower to be duly qualified or licensed to do business in such jurisdiction, which certificates shall indicate that such Borrower is in good standing in such jurisdictions;
(j) within 60 days after the Closing Date, deliver to Agent, all original motor vehicle title certificates with respect to all motor vehicles owned by any Borrower and registered with any state's department of motor vehicles, executed by the appropriate Borrower and, if necessary, the Existing Lender, so as to permit Agent to record a first priority Lien with respect thereto;
(k) within 60 days after the Closing Date, deliver to Agent the ChevronTexaco Letter, in form and substance satisfactory to Agent;
(cl) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locationsNotices of Assignment of Claims, including, without limitation, duly executed by or on behalf of the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxparties addressed thereon; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);and
(dm) within 5 days (or, in the case of clause (iv) below, 10 days) 6 months after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, demonstrate to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions satisfaction of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretiontheir ability to report sales journals, includingcollection journals and credit registers, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsby division.
Appears in 1 contract
Samples: Loan and Security Agreement (Mercury Air Group Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation obligations of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) to issue Letters of Credit is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after 5 Business Days of the Closing Date, Borrowers Agent shall have delivered received a certificate of status with respect to Agent certified copies GCI, dated within 14 days of the policies Closing Date, such certificate to be issued by the appropriate officer of insurancethe State of Delaware, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which certificate shall be reasonably satisfactory to Agent and its counselindicate that GCI is in good standing in such jurisdiction;
(b) within 45 days after 5 Business Days of the Closing Date, Borrowers Agent shall deliver have received a certificate of status with respect to Agent Cash Management Agreements and Control AgreementsMFI, dated within 14 days of the Closing Date, such certificate to be issued by the appropriate officer of Tennessee, which certificate shall indicate that MFI is in form and substance reasonably satisfactory to Agentgood standing in such jurisdiction;
(c) within 90 days after 5 Business Days of the Closing Date, Borrowers Agent shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to have received executed copies of Uniform Commercial Code termination statements for all leased locationsfinancing statements filed by BSB Bank & Trust Co. and The Chase Manhattan Bank, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; N.A. against American Music and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in certain of its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained)Affiliates;
(d) within 5 days (or, in the case Business Days of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received a mortgagee title insurance policies policy (or marked commitments to issue the same) for such Real Property Collateral MFI's Medford, Oregon facility issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such the mortgagee title insurance policies policy otherwise shall be in form and substance satisfactory to Agent;
(e) within 5 Business Days of the Closing Date, a mortgagee title insurance policy (or marked commitments to issue the same) for GCI's Hollywood, California Retail Store issued by a title insurance company satisfactory to Agent in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the mortgagee title insurance policy otherwise shall be in form and substance reasonably satisfactory to Agent; ;
(cf) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums within 14 days of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallClosing Date, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation an intercreditor agreement between Yamaha Corporation of America and opinions Agent, for the benefit of counselthe Lender Group, in form and substance reasonably satisfactory to Agent;
(g) within 30 days of the Closing Date, in connection Borrowers shall deliver to Agent evidence satisfactory to the Agent that GCI has merged Veneman with and into GCI with GCI as the grant surviving corporation; and
(h) within 30 days of such Mortgage as the Closing Date, Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted received searches from the mortgagee policy appropriate governmental agencies reflecting the filing of title insurance and (y) reasonably satisfactory to Agent), all such financing statements and fixture filingsthe first priority position, with the exception of Permitted Liens, of the security interest of Agent in the Personal Property Collateral.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after of the Closing Date, Agent shall have received satisfactory evidence that applications for registration for not less than the Required Library of all existing copyrights of the Obligors have been filed with the United States Copyright Office, and that all such copyrights and any proceeds thereof are specifically encumbered by the Copyright Security Agreement;
(c) within 45 days of the Closing Date, Borrowers shall deliver have replaced their existing lockbox and depositary arrangements with BOA with substitute arrangements at one or more depositary banks reasonably acceptable to Agent and Borrowers and Agent shall have entered into Cash Management Agreements and Control Agreements, with such substitute depositary banks in form and substance reasonably satisfactory to Agent;
(cd) within 90 days after on or before September 15, 2002, financial statements of Parent and its Subsidiaries for the Closing Datefiscal year ended March 31, Borrowers shall use their commercially reasonable efforts to deliver 2002, audited by independent certified public accountants reasonably acceptable to Agent Collateral Access Agreements and certified by such accountants to have been prepared in accordance with respect GAAP (such audited financial statements to all leased locationsinclude a balance sheet, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporationincome statement, and (iv) a certificate representing 65% statement of the Stock of Warner Electric UK Group Ltd.; cash flow and, if prepared, such accountants' letter to management), and
(e) within 60 30 days after of the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue an appraisal of the same) for Recurring Maintenance Revenues, such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise appraisal shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory conducted by an appraiser acceptable to Agent, in connection with and the grant results of such Mortgage as Agent appraisal shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLender.
Appears in 1 contract
Samples: Loan and Security Agreement (Peregrine Systems Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 30 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements Lender certified copies of the financial statement of Parent and Control Agreementsits Subsidiaries for the fiscal year ending December 31, 2000, audited by certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in form accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and substance reasonably satisfactory statement of cash flow and, if prepared, such accountant's letter to Agentmanagement), and which financial statement is not materially different (as determined in Lender's Permitted Discretion) from the draft of the same delivered to Lender prior to the Closing Date;
(c) within 90 days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect Lender a certification that the Operative Contracts shall either: (a) be prepaid or (b) be payable directly to all leased locations, including, without limitation, one of Borrowers from the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed Account Debtor that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect is the direct recipient of any leased location for which a Collateral Access Agreement is not so obtained)the services giving rise to such Domestic Service/Maintenance Revenues;
(d) within 5 60 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent Lender written confirmation that the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% records of the Stock United States Patent and Trademark Office reflect Administrative Borrower as the owner of Warner Electric UK Group Ltd.patents assigned by Cray Research, L.L.C. to Tera Computer Company on May 24, 2000; and
(e) within 60 days after of the Closing Date, deliver to Lender the following conditions shall have been satisfied original stock certificates and executed blank stock powers, or cause registration of the Lender's security interest as described in the Stock Pledge Agreements, with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage those Issuers marked with an asterisk on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, Exhibit A to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsStock Pledge Agreements.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after of the Closing Interim Order Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreementsthe Final Order, in form and substance reasonably satisfactory to Agent, shall have been entered by the Court, and such Final Order shall not have been modified or amended without the prior consent of Agent or have been reversed or stayed pending appeal, and Borrowers shall have delivered a certified copy of the Final Order to Agent; provided, however, to the extent such Final Order does not contain provisions providing for the super-priority of the Liens securing the Obligations substantially similar to such super-priority provisions contained in the Interim Order or otherwise contains changes from the Interim Order that are adverse in any material respect to the Lenders, such Final Order (or any amendment or modification thereto modifying such super-priority provisions) shall also be reasonably acceptable to all Lenders;
(c) within 90 days after on the Closing Final Order Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent mayan opinion of Borrowers' bankruptcy counsel, in form and substance satisfactory to Agent in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained)sole discretion;
(d) within 5 60 days (orof the Interim Order Date, Borrowers shall deliver to Agent Mortgages with respect to the Real Property Collateral owned by Borrowers and such evidence that AREC is the vested owner of the Real Property set forth next to its name on Schedule R-1 as may be requested by Agent, in the each case in form and substance acceptable to Agent;
(e) within 45 days of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares Credit Card Agreements duly executed by the applicable credit card processors, the form and substance of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: which are reasonably satisfactory to Agent;
(if) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% within 120 days of the Stock Closing Date, Agent shall have received the results of Warner Electric UK Group Ltd.; andthe Canadian statutory lien searches, the results of which are reasonably satisfactory to Agent;
(eg) within 60 days after of the Closing Date, the following conditions Agent shall have been satisfied received certificates of status with respect AREC in the States of Maine, Montana, New Hampshire, Utah, Vermont and Virginia, which certificates shall indicate that such Borrower is in good standing in such States;
(h) within 60 days of the Closing Date, Borrowers shall have received zoning letters, in form and substance acceptable to all Real Property Collateral (other than Agent, duly executed by the appropriate Governmental Authorities, for the Real Property Collateral located in at the State of New York): (alocations on Schedule 3.2(h) Agent and Borrowers shall have been granted a first priority Mortgage on delivered copies of such Real Property Collateral; zoning letters to Agent;
(bi) within 30 days of the Closing Date, Agent shall have received mortgagee subordination, non-disturbance and attornment agreements duly executed by the applicable Loan Party and tenant in favor of Agent with respect to the properties set forth on Schedule 3.2(i), the form and substance of which are reasonably satisfactory to Agent; and
(j) within 60 days of the Interim Order Date, Borrowers shall use their best efforts to deliver to Agent copies of (i) owner's title insurance policies in the name of AREC (or marked commitments to issue the same) for such the Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage set forth on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.Schedule 3.2
Appears in 1 contract
Samples: Loan and Security Agreement (U Haul International Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after 2 Business Days of the Closing Date, Borrowers the Majestic Star Ship Mortgage shall have been recorded in the applicable filing office of the United States Coast Guard and such other governmental agency as shall be necessary, and Agent shall have received confirmation, satisfactory to Agent, of such recordation;
(b) within 2 Business Days of the Closing Date, the Tunica Ship Mortgage shall have been recorded in the applicable filing office of the United States Coast Guard and such other governmental agency as shall be necessary, and Agent shall have received confirmation, satisfactory to Agent, of such recordation;
(c) within 20 days of the Closing Date, Agent shall have received the Control Agreements, duly executed and delivered by each party thereto;
(d) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 210 days after of the Closing Date, either (i) 100% of the following conditions Stock in BNG shall have been satisfied with respect transferred to all Real Property Collateral (other than BDI, and the Real Property Collateral located in the State of New York): (a) Agent Nevada Gaming Commission shall have been granted a first priority Mortgage on approved such Real Property Collateral; transfer, or (bii) Agent the Nevada Gaming Commission shall have received mortgagee title insurance policies (or marked commitments to issue approved the same) for such Real Property Collateral issued by grant of a title insurance company reasonably satisfactory Lien to Agent in an amount reasonably satisfactory to Agent assuring Agent that 100% of the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted LiensStock in Parent, Majestic Investor, and such mortgagee title insurance policies (or marked commitments Majestic Investor Holdings to issue secure the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsObligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Majestic Star Casino LLC)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within On or before 60 days after the Closing Date, (i) any and all proceeds of sales (other than payments made with written checks or money orders which are delivered directly to Borrower) shall be directly deposited by the applicable Credit Card/Payment Processor into the Concentration Account, (ii) any and all cash management operations with Xxxxx Fargo (other than with respect to the Xxxxx Fargo Permitted DDA), shall have been closed and terminated (and moved to LaSalle Bank, N.A.); and (iii) the Control Agreement relating to the Xxxxx Fargo Permitted DDA shall have been amended to provide for automatic sweeps of any balances thereof in excess of $2,000 to be deposited into the Concentration Account no less than once weekly;
(b) On or before 30 days after the Closing Date, Borrowers Lender shall have delivered to Agent certified copies of received the policies of insuranceCredit Card/Payment Agreement with Discover Network and I4 Commerce, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, Inc. in form and substance reasonably satisfactory to Agent;Lender; and
(c) within 90 On or before 30 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lender shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be executed loss payee endorsement from Borrower’s insurer in form and substance reasonably satisfactory acceptable to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLender.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Companies to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 60 days after of the Closing Date, Borrowers Agent shall deliver to Agent Cash Management Agreements and Control Agreements, have received Mortgages on the Real Property identified on SCHEDULE K-1 that was not transferred or sold in form and substance reasonably satisfactory to Agentconnection with the Real Property Transaction;
(c) within 90 days after the Closing Date, Borrowers Companies shall use their commercially reasonable efforts to deliver to Agent Agent, no later 90 days after the Closing Date, Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect from each of any leased location for which lessor, warehouseman, processor, consignee, or other Person in possession of, having a Collateral Access Agreement is not so obtained)Lien upon, or having rights or interests in any Company's Books, Equipment or Inventory;
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers Companies shall deliver to Agent the following certificates representing shares of Stock pledged under the Security AgreementAgent, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within no later than 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsellien releases, in form and substance reasonably satisfactory acceptable to the Required Lenders, of all Liens on the aircraft engines attached to the aircraft subject to the Aircraft Mortgage; and
(e) Companies shall deliver to Agent, in connection with no later than 30 days after the grant of such Mortgage as Agent shall request in its Permitted DiscretionClosing Date, includingan Attornment, without limitationSubordination and Non-Disturbance Agreement, surveys (or existing surveys duly executed by DTE Clover, LLC, Xxxxxxx Processing Company and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing DateNot later than December 9, Borrowers 2002, Agent shall have delivered to Agent certified copies of the policies received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;Agent,
(b) within 45 days after Not later than December 9, 2002, Agent and Lenders shall have received the Closing financial statements for the period ending October 31, 2002 required to be delivered to Agent pursuant to Section 6.3 of the Pre-Relief Date Loan Agreement,
(c) Not later than December 13, 2002, with respect to the 30-day period ending on the Relief Date, Borrowers Agent shall deliver to Agent Cash Management Agreements have been provided (and Control Agreementsif so requested by any Lender, with copies for such Lender) with the following documents, in form each case unless the context clearly requires otherwise, for Parent and substance reasonably satisfactory to each Subsidiary on a consolidated basis (excluding the Excluded Entities) for such 30-day period or as of the Relief Date, as applicable:
(i) details (including the amount and description of Inventory) on any repurchase required by floor plan lenders under the respective repurchase contracts;
(ii) a month-end detailed aging of Accounts and an Accounts roll-forward together with a sales journal, collection journal, and credit register since the last such schedule, unless requested sooner by Agent;
(ciii) within 90 days after the Closing Datenotice of all returns, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements disputes, or claims in excess of $50,000 with respect to all leased locations, including, without limitation, any Account owed by a Dealer;
(iv) a detailed calculation of the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; Borrowing Base (including detail regarding those Accounts that are not Eligible Accounts and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for Inventory which a Collateral Access Agreement is not so obtainedEligible Inventory);
(dv) within 5 days a summary aging, by vendor, of Borrowers' accounts payable and any book overdraft;
(orvi) a detailed aging, in of Borrowers' Inventory, together with a mix report;
(vii) a reconciliation of month-end Accounts aging, Inventory perpetual, and payables aging to the case general ledger and month-end financial statements;
(viii) a calculation of clause Dilution for the prior month;
(ivix) below, 10 days) after a report containing the Closing Date, Borrowers shall deliver to Agent status of Borrowers' liquidation plan of the following certificates representing shares of Stock pledged under Liquidating Real Property and the Security AgreementLiquidating Personal Property, as well as Stock powers applicable, containing Borrowers' current experience with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, such liquidation and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid sale and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.gross margin percentages noted;
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances maintain the Term Loan (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 on or prior to the date that is 90 days after the Closing Date, Borrowers Agent shall have delivered to Agent certified copies received (i) a collateral assignment of the policies of insurance, together with the endorsements thereto, as are each key man life insurance policy required by Section 5.85.8 and (ii) proof of acceptance of each such collateral assignment by the issuer of such key man life insurance policy, the form and substance of which shall be reasonably satisfactory to Agent and its counselAgent;
(b) within 45 on or prior to the date that is 60 days after the Closing Date, Agent shall have received satisfactory evidence that not less than the Required Library of all existing copyrights of Parent, Borrowers and their respective Subsidiaries have been registered with the United States Copyright Office;
(c) on or prior to the date that is 60 days after the Closing Date, Agent shall deliver have received a Source Code Escrow Agreement, duly executed by the Loan Parties, Agent, WFF and an escrow agent reasonably satisfactory to Agent, with respect to the source and object code for each version or versions of each item of computer software programs or other technology of Parent, Borrowers and their respective Subsidiaries constituting the Required Library;
(d) on or prior to the date that is 10 days after the effective date of the Source Code Escrow Agreement, Agent shall have received evidence reasonably satisfactory to it that the source and object code for each version or versions of each item of computer software programs or other technology of Parent, Borrowers and their respective Subsidiaries constituting the Required Library has been deposited with the escrow agent in accordance with the terms and conditions of the Source Code Escrow Agreement, as provided in Section 6(g)(ix) of the Security Agreement;
(e) on or prior to the date that is 60 days after the Closing Date, Agent shall have received duly executed Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(cf) within 90 on or prior to the date that is 60 days after the Closing Date, Agent shall have received duly executed Collateral Access Agreements, in form and substance reasonably satisfactory to Agent, with respect to the following locations: 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 and 000 Xxxxx Xxxx, Elk Grove Village, IL 60007;
(g) on or prior to the date that is 15 days after the Closing Date, Agent shall have received evidence reasonably satisfactory to it that the TBP Payment (as defined in the Stock Purchase Agreement) shall have been made in accordance with the terms of Section 8.05 of the Stock Purchase Agreement;
(h) on or prior to the date that is 75 days after the Closing Date, Borrowers shall use their commercially reasonable efforts prepare and deliver, or cause to deliver be delivered, to Agent Collateral Access Agreements with respect to all leased locationsthe U.S. Patent and Trademark Office or the U.S. Copyright Office, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent mayas applicable, in its Permitted Discretiongood faith in accordance with the procedures and regulations of such office all documents, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (orinstruments or other information necessary, in the case reasonable judgment of Agent, for the (i) accurate and proper recordation of the assignments and releases described on Schedule 3.6(h) (but only to the extent that the applicable Intellectual Property is material to the conduct of the business of Parent, any Borrower or any of their respective Subsidiaries) and (ii) accurate and proper documentation of the ownership and chain of title of the Intellectual Property described on Schedule 3.6(h) (but only to the extent that the applicable Intellectual Property is material to the conduct of the business of Parent, any Borrower or any of their respective Subsidiaries). Following such delivery, Borrowers shall promptly provide to Agent reasonable documentation of such delivery, including verification of receipt by the applicable entity, together with any backup documentation reasonably requested by Agent in connection with clause (ivii) below, 10 days) above. On or prior to the date that is 20 days after the Closing Date, Borrowers shall deliver to Agent a list of the following certificates Intellectual Property listed on Schedule 3.6(h) that is material to the conduct of the business of Parent, any Borrower or any of their respective Subsidiaries; and
(i) on or prior to the date that is 2 Business Days after the Closing Date, Agent (or its agent or designee) shall have received a certificate representing the shares of Stock of Agfa Monotype Limited pledged under the Security Agreement, as well as a Stock powers power with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 Within 180 days after the Closing Date, Borrowers obtain the requisite approvals (the "Requisite Approvals") of all applicable Gaming Authorities under all Applicable Gaming Laws to (i) the pledge to Lender of 100% of the issued and outstanding Capital Stock of Mikohn Nevada and MGC pursuant to the Stock Pledge Agreement and (ii) the provisions of the Loan Agreement and the other Loan Documents which prohibit Borrower from granting any Liens on such Capital Stock other than Liens in favor of Lender and the Indenture Trustee;
(c) Within 10 Business Days after the end of each month during which the Requisite Approvals have not been obtained, shall deliver to Agent Cash Management Agreements Lender a reasonably detailed report concerning the status of Borrower's efforts to obtain the Requisite Approvals;
(d) Within 10 Business Days after obtaining the Requisite Approvals, deliver to Lender the original stock certificates evidencing 100% of the issued and Control Agreementsoutstanding Capital Stock of Mikohn Nevada and MGC and duly executed, undated assignments separate from certificate with respect to each such stock certificate;
(e) Within 10 Business Days after obtaining the Requisite Approvals, to deliver to Lender a copy of the Requisite Approvals from the Gaming Authorities;
(f) Within 60 days after the Closing Date, deliver to Lender original stock certificates evidencing all of the issued and outstanding Capital Stock of the Foreign Subsidiaries held by Obligors (but not to exceed 65% of the issued and outstanding Capital Stock of any Foreign Subsidiary) and duly executed, undated assignments separate from certificate with respect to each such stock certificate;
(g) Within 180 days after the Closing Date, (i) take all actions and deliver to Lender all documents necessary to perfect the Lien granted to Lender on the issued and outstanding Capital Stock of the Foreign Subsidiaries under the laws of the jurisdictions in which such Foreign Subsidiaries are incorporated and (ii) deliver to Lender opinions, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing DateLender, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged counsel licensed under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares laws of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporationsuch jurisdictions to the effect that all such actions have been taken, and (iv) a certificate representing 65% of such documents are in form sufficient, to perfect such Lien under such laws to the Stock of Warner Electric UK Group Ltd.extent such laws govern such perfection; and
(eh) within Within 60 days after the Closing Date, the following conditions shall deliver to Lender satisfactory evidence that all Material Copyrights have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection registered with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsU.S. Copyright Office.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days 5 Business Days after the Closing Date, Borrowers shall deliver a Control Agreement with respect to Agent Cash Management Agreements and Control Agreementsthe Deposit Accounts maintained with U.S. Bank, National Association (the “US Bank Deposit Accounts”), in form and substance reasonably satisfactory to AgentAgent and Term Loan B Representative; provided that if Borrowers are unable to deliver such a Control Agreement by the 5th Business Day following the Closing Date, no Default or Event of Default shall result therefrom so long as (x) all US Bank Deposit Accounts (other than “zero balance” Deposit Accounts) are closed and the funds therein transferred to a Deposit Account of a Borrower or a Subsidiary of a Borrower subject to a then effective Control Agreement within 60 days following the Closing Date, (y) all US Bank Deposit Accounts that are “zero balance” Deposit Accounts are closed and the funds therein transferred to a Deposit Account of a Borrower or a Subsidiary of Borrower subject to a then effective Control Agreement by the end of fiscal 2005, and (z) until such US Bank Deposit Accounts are so closed and the funds therein are so transferred, the funds in the US Bank Deposit Accounts shall not exceed $100,000 in the aggregate;
(cb) Borrowers shall use commercially reasonable efforts to deliver to Agent, within 90 10 days after the Closing Date, consents, in form and substance reasonably satisfactory to Agent and Term Loan B Representative, to (i) the granting of the Mortgage on the Littleton, Colorado Restaurant from the landlord of such Restaurant and from such landlord’s mortgagee, (ii) the granting of the Mortgage on the Des Moines, Iowa Restaurant from the landlord of such Restaurant, and (iii) the granting of the Mortgage on the East Norriton, Pennsylvania Restaurant from the landlord’s mortgagee, and (y) if Borrowers are unable to deliver any such consent within such 10-day period, Borrowers shall continue thereafter to use their commercially reasonable efforts to obtain such consents until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts (or until all such consents are delivered, if earlier), and (z) until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts, Administrative Borrower shall provide or cause to be provided to Agent and Term Loan B Representative a weekly report setting forth in, reasonable detail, Borrowers’ efforts in obtaining such consents and the results of those efforts;
(c) Borrowers shall use commercially reasonable efforts to deliver to Agent, within 30 days after the Closing Date, a memorandum of lease, in form and substance reasonably satisfactory to Agent and Term Loan B Representative, executed and delivered by the landlord of the Las Vegas, Nevada Restaurant, and (y) if Borrowers are unable to deliver such memorandum of lease within such 30-day period, Borrowers shall continue thereafter to use their commercially reasonable efforts to obtain such memorandum of lease until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts, and (z) until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts (or until such memorandum of lease is delivered, if earlier), Administrative Borrower shall provide or cause to be provided to Agent and Term Loan B Representative a weekly report setting forth in, reasonable detail, Borrowers’ efforts in obtaining such memorandum of lease and the results of those efforts;
(d) on or before December 15, 2004, Xxxxxxx X. Xxxxxx shall have commenced work as Parent’s chief executive officer;
(e) Borrowers shall use commercially reasonable efforts to deliver to Agent, within 60 days of the Closing Date, Collateral Access Agreements with respect to all leased locationsof premises listed on Schedule R-2, includingand, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of y) if Borrowers are unable to deliver any leased location for which a such Collateral Access Agreement is not so obtainedAgreements within such 60-day period, Borrowers shall continue thereafter to use their commercially reasonable efforts to obtain such Collateral Access Agreements until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts, and (z) until Agent and Term Loan B Representative notify Borrowers that they may cease such efforts (or until all such Collateral Access Agreements are delivered, if earlier), Administrative Borrower shall provide or cause to be provided to Agent and Term Loan B Representative a weekly report setting forth in, reasonable detail, Borrowers’ efforts in obtaining such Collateral Access Agreements and the results of those efforts;
(df) within 5 60 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Agent shall have received evidence that UCC-1 fixture filings have been made with respect to the Collateral located at the premises listed on Schedule R-2 for which Borrowers are in possession of legal descriptions sufficient to make such filings;
(g) within 90 days of the Closing Date, (i) Agent and Term Loan B Representative shall have received satisfactory evidence that (A) Parent or BUCA Restaurants 2, Inc., a Minnesota corporation (“BUCA 2”) has formed a direct wholly-owned Subsidiary (such Subsidiary, “New Borrower”), and (B) BUCA 2 has transferred all of its assets primarily associated with the Minneapolis, Minnesota Restaurant to New Borrower, (ii) Parent shall cause New Borrower to (A) execute and deliver to Agent the following certificates representing shares of Stock pledged under a joinder to this Agreement, the Security Agreement, and the Intercompany Subordination Agreement, and (B) provide to Agent appropriate financing statements duly filed in such office or offices as well as Stock powers with respect thereto endorsed may be necessary, or in blank: the opinion of Agent and Term Loan B Representative, desirable to perfect the Agent’s Lien in and to the assets of New Borrower (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Companyall in form and substance reasonably satisfactory to Agent and Term Loan B Representative), (iii) Certificate #102 for 10 shares Parent shall execute and deliver to Agent a Pledged Interests Addendum to the Security Agreement and shall deliver appropriate stock certificates and undated stock powers executed in blank, hypothecating all of Xxxxxx Manufacturing Corporationits direct or beneficial ownership interest in New Borrower to Agent (all in form and substance reasonably satisfactory to Agent and Term Loan B Representative), and (iv) a Parent shall deliver an original re-issued stock certificate representing 65% of the Stock of Warner Electric UK Group Ltd.BUCA 2, accompanied by undated stock powers executed in blank (all in form and substance reasonably satisfactory to Agent and Term Loan B Representative (including with respect to the legend on the back of the stock certificate)); provided that, the transactions contemplated by this Section 3.3(d) shall not be required if Agent and Term Loan B Representative are satisfied, in their Permitted Discretion, that (y) such transactions would have a materially adverse tax effect on Borrowers, or (y) any third party consents required to effect such transactions (including those of the Minneapolis City Counsel and the landlord of the Minneapolis, Minnesota Restaurant) have not been obtained after Borrowers have used commercially reasonable efforts to do so; and
(eh) within 60 days after the Closing Dateon or before February 28, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) 2005, Agent shall have received (i) a Mortgage relative to Borrowers’ Real Property located in Carlsbad, California, (ii) evidence of the recording of the Mortgage referred to in the foregoing clause (i) in such office or offices as may be necessary or, in the opinion of Agent and Term Loan B Representative, desirable to create and perfect a valid and enforceable first priority lien (subject to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Agent and Term Loan B Representative thereunder, and (iii) mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral the Mortgage referred to in the foregoing clause (i), issued by a title insurance company reasonably satisfactory to Agent and Term Loan B Representative in an amount reasonably their Permitted Discretion, in amounts satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, assuring Agent and Term Loan B Representative that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral (subject to Permitted Liens) free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) is otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers Agent and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsTerm Loan B Representative.
Appears in 1 contract
Samples: Credit Agreement (Buca Inc /Mn)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances or to make Delayed Draw Term Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after not later than September 1, 2020 (or such later date as the Closing DateAgent may agree) the Borrower shall deliver to the Agent evidence of completion of the FP Foods Dissolution in accordance with the terms hereof, Borrowers in form and substance satisfactory to Agent;
(b) Borrower shall have delivered provide to Agent certified copies within 90 days of the policies of insurance, together Restatement Effective Date (or such later date as the Agent may agree) endorsements with the endorsements theretorespect to its liability insurance policies, as are required by Section 5.86.8, to the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after extent not delivered on the Closing Restatement Effective Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;; and
(c) within 90 days after the Closing Date, Borrowers Borrower shall use their commercially reasonable efforts to deliver provide to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, within 60 days of the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California Restatement Effective Date (it being understood and agreed that or such later date as the Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which may agree) a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property D. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Loan Parties and their Subsidiaries maintain Inventory, Equipment or any other Collateral (other than the Real Property Collateral located with value exceeding $15,000,000 in the State of New York): (a) Agent shall have been granted a first priority Mortgage on aggregate for all such Real Inventory, Equipment and Collateral, at Property Collateral; (b) D or any adjacent or neighboring property, unless the Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) a Collateral Access Agreement for each such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsproperty.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) so long as Normandy owns the Normandy Facility, (i) complete any and all necessary corrective action and environmental remediation with respect to the Normandy Facility in accordance with the Consent Decree no later than July 31, 2001, and (ii) deliver to Lender a certificate from the United States Environmental Protection Agency or an oversight letter from Qore Property Sciences, which oversight letter is acceptable to Lender in its Permitted Discretion, certifying as to the completion of such corrective action and environmental remediation in accordance with the Consent Decree, no later than August 31, 2001;
(c) if the Normandy Facility is not sold in accordance with the terms of Section 6.16 within 45 30 days after of the Closing Date, (i) the Borrowers shall deliver enter into an amendment to Agent Cash Management Agreements and Control Agreementsthis Agreement, in form and substance reasonably satisfactory to Agent;
Lender, converting a portion of the Advances into a term loan (cthe "Special Term Advance") within 90 days after which Special Term Advance shall bear interest at the Closing Date, Borrowers shall use their commercially reasonable efforts rate of interest then applicable to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia CompanyAdvances, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) Normandy shall enter into a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect modification to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, relating to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counselNormandy Facility, in form and substance reasonably satisfactory to AgentLender, whereby such Mortgage shall additionally secure the repayment of the Special Term Advance and (iii) Lender shall receive a title endorsement to the Title Insurance Policy increasing the insured amount thereunder by the amount of the Special Term Advance and insuring the Lien of the Mortgage as so modified; and
(d) sell the Normandy Facility in connection accordance with the grant terms of such Mortgage as Agent shall request in its Permitted DiscretionSection 6.16 on or before May 31, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings2002.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances Advances, to issue Letters of Credit or to enter into Foreign Exchange Forward Contracts (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) Within 10 Business Days following the completion of the Tender Offer, Tiger Deals, Inc., shall deliver to Agent all of the certificates representing all of its shares of Stock of DTM Corporation, as well as Stock Powers with respect thereto endorsed in blank;
(b) within 30 15 days after following the Closing Date, Borrowers deliver to Agent the duly executed Control Agreements, and each such Control Agreement shall have delivered be in full force and effect;
(c) within 15 days following the Closing Date, deliver to Agent the duly executed Cash Management Agreements, and each such Cash Management Agreement shall be in full force and effect;
(d) within 30 days following the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after following the Closing Date, the Merger shall be consummated and there shall be no amendment or waiver of any material term or condition of the Merger Agreement or any other documentation related to the Acquisition which amendment or waiver would materially impair the prospects of repayment of the Obligations by Borrowers or materially impair the total amount of Collateral which is to secure the Obligations; and
(f) within 30 days following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory Closing Date, deliver to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted LiensAccess Agreements from lessors, warehousemen, bailees, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage third persons as Agent shall request may require in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 90 days after of the Closing DateDate or such longer time period thereafter as may be acceptable to Agent, Borrowers shall deliver to Agent all Cash Management Agreements and Control Agreements, duly executed and in full force and effect, requested by Agent in its Permitted Discretion;
(c) within 45 days of the Closing Date or such longer time period thereafter as may be acceptable to Agent, Borrowers shall deliver to Agent the Credit Card Agreements duly executed by the applicable credit card processors and in full force and effect, the form and substance of which are reasonably satisfactory to Agent;
(cd) within 90 60 days after of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver have received and delivered to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent mayzoning letters, in its Permitted Discretionform and substance acceptable to Agent, take a reserve duly executed by the appropriate Governmental Authorities, for rent payable in respect of any leased location for which a the Real Property Collateral Access Agreement is not so obtainedlocated at the locations on Schedule 3.2(d);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after of the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments subordination, non-disturbance and attornment agreements duly executed by the applicable Loan Party and tenant in favor of Agent with respect to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that properties set forth on Schedule 3.2(e), the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance of which are reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within prior to the time that Lenders make an Advance to Borrower’s Designated Account, Borrower shall deliver to Administrative Agent an executed Control Agreement entered into with Borrower’s Designated Account Bank, in form and substance satisfactory to Agents;
(b) on or prior to the date that is 30 days after the Closing Date, Borrowers Borrower shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of implemented a an electronic collateral reporting system which shall be reasonably is satisfactory to Agent and its counselthe Administrative Agent;
(bc) within on or prior to the date that is 30 days after the Closing Date, Borrower shall have filed with the relevant Governmental Authorities the documentation necessary to cause the following Subsidiaries to be dissolved: (i) TransTechnology Australasia Pty, Ltd., an Australian corporation, (ii) TransTechnology International Corporation, a U.S. Virgin Islands international business company and (iii) SSP International Sales, Inc, a California corporation;
(d) on or prior to the date that is 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements a certificate of Borrower (i) annexing thereto the acknowledgements of the appropriate contracting officers and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements disbursing officers received with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; notices and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood assignments previously delivered to such contracting officers and agreed that Agent may, disbursing officers in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of accordance with clause (ivv)(i) belowon Schedule 3.1, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, and (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65certifying that such acknowledgments relate to no less than 50% of the Stock aggregate dollar amount of Warner Electric UK Group Ltd.all Accounts of the Borrower relating to Government Contracts; and
(e) within on or prior to the date that is 60 days after the Closing Date, a certificate of Borrower (i) annexing thereto the following conditions shall have been satisfied acknowledgements of the appropriate contracting officers and disbursing officers received with respect to all Real Property Collateral the notices and assignments previously delivered to such contracting officers and disbursing officers in accordance with clause (other v)(i) on Schedule 3.1, and (ii) certifying that such acknowledgments relate to no less than 100% of the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an aggregate dollar amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments Accounts of the Borrower relating to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsGovernment Contracts.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within Within 90 days after the Closing Date, Borrowers Borrower and Servicer shall have completed the implementation of Lender’s electronic collateral reporting system in a manner satisfactory to enable Borrower and Servicer to provide electronic reporting of each of the items described in clauses (b) through (d) of Section 6.2;
(b) Servicer shall use their commercially reasonable efforts (including the payment of reasonable costs) to convert its lockbox services to a system whereby Borrower’s Collections are deposited directly to the Lockbox or Lockbox Account (rather than to a common lockbox maintained for Servicer by Xxxxx Fargo, into which other collections of Servicer are also remitted) as promptly as is practicable following Xxxxx Fargo’s confirmation that it is capable of providing such services to Servicer
(c) Borrower and Servicer shall have caused the Custodian to deliver to Agent Collateral Access Agreements with respect to all leased locationsLender, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied an updated Custodial Receipt and Report (and Exception Report) with respect to all Real Property Collateral the Borrower Leases transferred to Borrower on the Closing Date pursuant to the initial Purchase Date Notice, which updated Custodial Receipt and Report (other than and Exception Report) shall include the Real Property Collateral located Custodian’s confirmation, in accordance with Section 2.2(b)(vi) of the State of New York): (a) Agent shall have been granted a first priority Mortgage Custodial Agreement, as to the scheduled payments set forth on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) Contract Schedule for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsBorrower Leases.
Appears in 1 contract
Samples: Loan and Security Agreement (Marlin Business Services Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances and L/C Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):) or the express prior written waiver thereof by Lender:
(a) within 30 60 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified Lender copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 fifteen (15) days after of the Closing Date, Borrowers Borrower shall have filed termination statements with respect to the Liens on the real property owned by GACC in favor of Bank of America, N.A. and T&W Financial Services Company LLC and with respect to the Liens listed on Schedule 3.2(b) and delivered copies of such termination statements to Lender and within forty-five (45) days of the Closing Date Lender shall have received evidence in form and substance reasonably satisfactory that such Liens have been released;
(c) Borrower shall use commercially best efforts to obtain and deliver to Agent Cash Management Agreements Lender within thirty (30) days of the Closing Date a Collateral Access Agreement duly executed by the lessors of the facilities located at 000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx and Control Agreements000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx (which efforts shall not include monetary expenditures in excess of nominal amounts); ; Borrower shall use commercially best efforts to obtain and deliver to Lender within fifteen (15) days of the Closing Date, a Landlord's Consent to Leasehold Mortgage duly executed by the lessor of Borrower's corporate headquarters (which efforts shall not include monetary expenditures in excess of nominal amounts);;
(d) within thirty (30) days of the Closing Date, Airport Cookies shall have been merged into Borrower and Lender shall have received evidence of such merger in form and substance reasonably satisfactory to AgentLender;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 fifteen (15) days after of the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lender shall have received mortgagee title insurance policies warrants for Nonni's Inc., reissued in the name of Borrower; and
(or marked commitments to issue f) within fifteen (15) days of the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent Closing Date, Lender shall have received evidence that the Mortgage on such Real Property Collateral is a valid UCC financing statements filed by Peachtree Pretzel, Sunshine Pretzel and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be CMBC have been amended in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsLender.
Appears in 1 contract
Samples: Loan and Security Agreement (MRS Fields Holding Co Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 days no later than February 28, 2001, demonstrate to Lender's reasonable satisfaction that each of the Borrowers have successfully centralized and consolidated their respective accounting systems with the accounting system of Parent located in Lake Forest, California;
(c) from and after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers their Subsidiaries shall use their commercially reasonable best efforts to deliver to Agent obtain such Collateral Access Agreements with respect relative to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; Borrowers' and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained)Canadian Obligors' locations as Lender may require;
(d) within 5 10 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers Lender shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreementhave received such supplemental Cash Management Agreements and Control Agreements as Lender may -45- 52 require, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, each such supplemental Cash Management Agreement and (iv) a certificate representing 65% Control Agreement shall have been duly executed by each of the Stock of Warner Electric UK Group Ltd.parties thereto and be in full force and effect; and
(e) within 60 10 days after of the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent Lender shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection evidence as Lender may require demonstrating that Borrowers have remitted all funds on deposit with the grant Existing Lender (other than an amount equal to 105% of such Mortgage as Agent shall request in its Permitted Discretionthe face amount of the letter of credit previously issued by Existing Lender for the account of the Borrowers) to a deposit account or Securities Account that is (i) maintained by a branch office of a bank or securities intermediary located within the continental United States, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (yii) reasonably satisfactory subject to Agent), financing statements and fixture filingsa Control Agreement.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within Within 30 days after of the Closing Datedate of the Interim Order, Borrowers the Final Order shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the been entered and shall be in full force and effect and shall be in form and substance of which shall be reasonably satisfactory to Agent the Lenders and its counselshall not have been vacated, reversed, modified, amended or stayed in any respect, and in the event that either such order is the subject of any pending appeal, the performance of any obligation of any party hereto shall not be the subject of any stay pending appeal;
(b) within 45 days after Prior to the Closing Datedate of the entry of the Final Order (or, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Real Property Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: located at (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxx and (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company0000 Xxxx Xxxxxxx (to include the headquarters and cabinet shop), (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing CorporationChicago, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) Illinois, within 60 days after the Closing Date), the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent Lenders shall have received mortgagee title insurance policies and surveys for Real Property Collateral valued at more than $1,000,000 (or marked commitments to issue the same) for such the Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent the Lenders (each a "MORTGAGE POLICY" and, collectively, the "MORTGAGE POLICIES") in an amount reasonably amounts satisfactory to Agent the Lenders assuring Agent the Lenders that the Mortgage Mortgages on such Real Property Collateral is a are valid and enforceable first priority mortgage Lien Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; the Lenders;
(c) Borrowers and their Subsidiaries Within 60 days of the Closing Date, the Borrower (with the cooperation of the Agent) shall have paid to said title insurance company all expenses and premiums implemented a system of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewithelectronic collateral reporting; and and
(d) prior to the date of the entry of the Final Order, Agent shall have received such other documentation and opinions each of counselthe following documents, in form and substance reasonably satisfactory to Agent, duly executed, and each such document shall be in connection with the grant of such Mortgage as Agent shall request full force and effect:
(i) cash management agreements executed by LaSalle Bank National Association in its Permitted Discretion, including, without limitation, surveys (or existing surveys form and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) substance reasonably satisfactory acceptable to Agent), financing statements and fixture filingsand
(ii) the Control Agreements, if any.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of DefaultDefault unless otherwise expressly stated below):
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 120 days after of the Closing Date, (i) the Borrowers shall deliver have obtained the consent of the applicable Gaming Authorities to Agent Cash Management Agreements the grant of the Agent's Lien in and Control Agreementsto the Stock of the respective Restricted Subsidiaries, in the form and substance reasonably of which shall be satisfactory to Agent;
Agent and its counsel, and (cii) within 90 days after (y) Agent shall have received possession of the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under of the Security Agreementrespective Restricted Subsidiaries, as well as Stock stock powers with respect thereto endorsed in blank: , or (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (bz) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counselwritten acknowledgment, in form and substance reasonably satisfactory to Agent, of a bailee reasonably acceptable to Agent that such bailee is in connection with possession or control of the grant items described in clause (z) above and holds, or is causing to be held, same for the benefit of Agent; provided, however, that if Borrower fails to timely satisfy this Section 3.2(b) because the Borrowers have not obtained such Mortgage as consent of the applicable Gaming Authorities on or before such 120th day, then such failure shall not constitute an Event of Default but Agent shall request thereupon establish and thereafter maintain a separate reserve (in addition to all other reserves) under Section 2.1(b) against the credit availability under Section 2.1(a), in an amount determined by Agent (in its Permitted Discretion, including, without limitation, surveys ) or the Required Lenders (or existing surveys and survey affidavits in its Permitted Discretion) of up to $15,000,000 (the "Section 3.2(b) Reserve") until such time (if ever) that are clauses (xi) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (yii) reasonably satisfactory of this Section 3.2(b) are satisfied or all Lenders agree in writing to eliminate the Section 3.2(b) Reserve requirement; and
(c) within 30 days of the Closing Date, deliver to Agent a phase-I environmental report with respect to each parcel composing the Real Property Collateral, and the environmental consultants retained for such reports, the scope of the reports, and the results thereof shall be acceptable to Agent), financing statements and fixture filings.
Appears in 1 contract
Samples: Loan and Security Agreement (Riviera Holdings Corp)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 on or before the earlier of (i) 10 days after of the date that Agent provides Borrowers with a form of opinion, or (ii) 20 days of the Closing Date, Borrowers shall have delivered to Agent certified copies of an opinion from Aon, Marsh, Willis, or another broker acceptable to Required Lenders that the policies certificates of insurance, together with the endorsements thereto, (i) comply with SECTION 6.8, (ii) are in such amounts and cover such perils as is customarily provided for aircraft of a similar nature owned by Persons engaged in the same or similar business as the Borrowers, (iii) are required by Section 5.8placed with insurers of recognized reputation and responsibility, the and (iv) are otherwise in form and substance of which shall be reasonably satisfactory to Agent and its counsel;Required Lenders,
(b) within 45 30 days after of the Closing Date, Borrowers shall deliver have delivered to Agent Cash Management Agreements and Control Agreementsfile-stamped releases, in form and substance reasonably satisfactory to Agent and to FAA counsel satisfactory to Agent, filed with the FAA that reflect the discharge of the liens listed on SCHEDULE L-1;
(c) within 90 30 days after of the Closing Date, Agent shall have received searches reflecting the filing of all financing statements referenced in SECTION 3.1(B);
(d) within 30 days of the Closing Date, Borrowers shall use their commercially reasonable best efforts to deliver to Agent Collateral Access Agreements Agreement with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtainedlocations listed on SCHEDULE 5.5(B)(I);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 30 days after of the Closing Date, the following conditions Borrower shall have been satisfied received a Control Agreement for each Deposit Account and each Securities Account of each Borrower and each Guarantor as required by SECTION 7.12;
(f) within 30 days of the Closing Date (and, if being diligently pursued, within 45 days of the Closing Date), Agent shall have received a phase-I environmental report, a real estate survey, and a zoning letter with respect to all Real Property Collateral (other than each parcel composing the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Agent;
(bg) Agent Borrowers shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shallcomplied, to the extent requiredreasonable satisfaction of Agent, have paid all recording costswith the Assignment of Claims Act, stamp taxes31 USC ss.3727 (i) with respect to 50% of the amount of Accounts created by one or more of the Borrowers with respect to which Air Mobility Command or the United States Postal Service is the Account Debtor, mortgage taxeswithin 120 days of the Closing Date, intangibles taxes and other fees and costs (including reasonable attorneys fees and expensesii) incurred in connection therewith; with respect to 75% of the aggregate amount of Accounts created by one or more of the Borrowers with respect to which Air Mobility Command or the United States Postal Service is the Account Debtor, within 150 days of the Closing Date, and (diii) Agent shall have received such other documentation and opinions with respect to 100% of counselthe amount of Accounts created by one or more of the Borrowers with respect to which Air Mobility Command or the United States Postal Service is the Account Debtor, in form and substance reasonably satisfactory to Agent, in connection with within 210 days of the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsClosing Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Evergreen International Aviation Inc)
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):below:
(a) within 30 days after of the Closing Date, Borrowers shall have delivered deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent Lender and its counsel;
(b) within 45 days after of the Closing Date, Borrowers shall deliver to Agent Cash Management Lender the fully executed Bank Agency Agreements for each Local Depository Account and Control a Bank Agency Agreement between Lender, Borrowers and the Concentration Account Bank with respect to the Concentration Account, and Credit Card Agreements, in form and substance reasonably each of which shall be satisfactory to AgentLender and its counsel;
(c) within 90 5 days after the Closing Date, Borrowers Lender shall use their commercially reasonable efforts to deliver to have received a leasehold mortgagee title insurance policies issued by First American Title Insurance Company in favor of Collateral Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Date Real Property Collateral (other than each a "Mortgage Policy" and, collectively, the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority "Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent Policies"), assuring Agent Lender that the Mortgage on such Real Property Collateral is a Closing Date Mortgages are valid and enforceable first priority leasehold mortgage Lien on such Real Property Collateral Liens securing the Obligations, free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to AgentLender; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and and
(d) Agent within 30 days of the Closing Date, Borrowers shall have received such other documentation and opinions of counseldeliver to Lender an executed Collateral Access Agreement for Borrowers' headquarters located at 0000 Xx Xxxxxx Xxxx, in form and substance reasonably satisfactory to AgentXxxxx 000, in connection with the grant of such Mortgage as Agent shall request in its Permitted DiscretionXxx Xxxxx, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingsXxxxxxxxxx 00000.
Appears in 1 contract
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 10 days after of the Closing Date, Borrowers Agent shall have delivered received a mortgagee title insurance policy (or marked commitment to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent;
(b) within 10 days of the Closing Date, execute and deliver to Agent each of the Foreign Pledge Agreements, with respect to each Material Foreign Subsidiary (other than Business Commerce Australia Pty. Ltd.) that is a direct Subsidiary of Borrower or a Guarantor (unless the Required Lenders elect otherwise) together with such opinions of counsel, Capital Stock certificates, stock powers, and other documents as Agent shall require in its discretion;
(c) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.86.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;; and
(bd) within 45 30 days after of the Closing Date, Borrowers Agent shall deliver have received completed reference checks with respect to Borrower’s chief executive officer, the results of which are satisfactory to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agentits sole discretion;
(ce) within 90 days after Parent and Borrower shall, and shall cause each of the Closing Dateother Guarantors to, Borrowers shall use their commercially reasonable efforts to deliver to Agent obtain a Collateral Access Agreements Agreement, executed and delivered by each party thereto, with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Borrower’s headquarters at 100 Xxxxxx Xxxx Xxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(df) within 5 60 days of the Closing Date, the Bank of America Accounts shall have been closed and thereafter all Collections shall be delivered to a Cash Management Bank Account other than the Bank of America Accounts;
(or, in the case of clause (iv) below, 10 daysg) after the Closing Date, Borrowers Parent and Borrower shall, and shall deliver cause their respective Subsidiaries to, reasonably cooperate with the valuation firm retained by Agent, and shall make such information reasonably available to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise valuation firm as such valuation firm shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counselrequire, in form each case in order to enable such valuation firm to complete the valuation report regarding Parent’s and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys Subsidiaries’ EDI Services and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filingssoftware maintenance business.”
Appears in 1 contract
