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 of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.8, the form and substance of which shall be satisfactory to Agent and its counsel; (b) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that Borrowers have filed applications for registration for all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing on the Closing Date and that Borrowers have made proper application for, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registration; (c) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office; (d) as soon as received by a Borrower, but in any event within 60 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office; (e) within 30 days of the Closing Date, Agent shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent; (f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario; (g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada with respect to the perfection of Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario, which opinion shall be in form and substance satisfactory to Agent; and (h) within 30 days of the Closing Date, Agent shall have received either (i) the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateral other than certain specified Equipment financed by Softech or (iii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the 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 of the Closing Date, deliver to Agent Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.8, the form and substance of which shall be are satisfactory to Agent Lender and its counsel;
(b) as soon as received by a Borrower, but in any event ; within 30 days of the Closing Date, Agent shall have received deliver to Lender evidence satisfactory evidence to Lender that Borrowers have filed applications for registration for all Copyrights the public record in Sxxxxxxx County, Tennessee reflects that the $9,168.60 judgment in favor of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing on the Closing Date and that Borrowers have made proper application for, and have paid all necessary fees to, obtain expedited treatment Jxxxxx X. Xxxxxxxx has been satisfied or otherwise removed from the Copyright Office for such applications for registration;
(c) as soon as received by a Borrower, but in any event public record; within 30 days of the Closing Date, Agent shall have received satisfactory evidence deliver to Lender an amendment to that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered certain Uniform Commercial Code financing statement number 020304-1203131 filed by Barloworld Fleet Leasing LLC with the Copyright Office Secretary of State of South Carolina, the form and substance of which are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(d) as soon as received by a Borrower, but in any event satisfactory to Lender and its counsel; within 60 days of the Closing Date, Agent shall have received deliver to Lender financial reports evidencing the write-off of all non-collectible accounts of Organic Pigments Corporation, the form and substance of which are satisfactory to Lender; within 90 days of the Closing Date, deliver to Lender evidence satisfactory to Lender that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which Parent has been filed with the Copyright Office;
(e) dissolved Synco International, Inc.; within 30 days of the Closing Date, Agent shall have received copies deliver to Lender an executed Cash Management Agreement for the Deposit Account of the Personal Property Security ActMetchem, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent;
(f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;
(g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada Inc. account number 2000900270420 with respect to the perfection of Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario, which opinion shall be in form and substance satisfactory to Agent; and
(h) within 30 days of the Closing Date, Agent shall have received either (i) the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien releaseFirst Union National Bank, in form and substance satisfactory to AgentLender; and within 10 days of the Closing Date, duly deliver to Lender articles or certificates of incorporation or other organizational documents for each Borrower (excluding Parent) and each Guarantor certified by the appropriate officer of the jurisdiction or organization for such Borrower or Guarantor; within 10 days of the Closing Date, deliver to Lender the original of each of the following: (i) that certain Note dated as of March 12, 1996, in the amount of $60,000,000, executed by SoftechParent in connection with that certain Loan Agreement between Parent and Metchem, pertaining Inc. of even date therewith; (ii) that certain Note dated as of March 12, 1996, in the amount of $30,000,000, executed by Bristol Metals, L.P., as the successor-in-interest to Bristol Metals, Inc., in connection with that certain Loan Agreement between Metchem and Bristol Metals, L.P., as the release successor-in-interest to Bristol Metals, Inc. of Softech's Liens on the Collateral other than certain specified Equipment financed by Softech or even date therewith; (iii) a lien releasethat certain Note dated as of August 21, 1998, in the amount of $10,000,000 executed by Organic-Pigments Corp. in connection with that certain Loan Agreement between Organic-Pigments Corp. and Metchem, Inc. dated as of July 1, 1998; and (iv) that certain Note dated as of August 9, 1999 in the amount of $10,000,000 executed by Manufacturers Chemicals, L.P. in connection with that certain Loan Agreement between Manufacturers Chemicals, L.P. and Metchem, Inc. of even date therewith, each appropriate endorsed and with a caption referencing the Intercompany Subordination Agreement affixed thereto; on or before the close of business on July 31, 2002, deliver to Lender a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which are satisfactory to AgentLender; and within 10 days of the Closing Date, duly executed deliver to Lender a replacement stock certificate representing the Stock of Wxxxxxx Metals, Inc. owned by Softech, pertaining Parent and pledged to Lender pursuant to the release of Softech's Liens on the CollateralPledge Agreement, together with an accompanying Stock power.
Appears in 1 contract
Samples: Loan Agreement (Synalloy 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 10 days of the Closing Date, Agent shall have received searches reflecting the filing of all such financing statements, including appropriate PPSA filings for the Canadian Province of Newfoundland,
(b) within 10 days of the Closing Date, deliver to Agent satisfactory evidence that all existing copyrights of Borrowers (other than Exempt Copyrights) have been registered 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 15 days of the Closing Date, Agent shall have received the Canadian Subsidiary Collateral Assignment together with the Canadian Security Documents accompanied by a certificate of the Secretary of Parent certifying to the accuracy and completeness of the Canadian Security Documents;
(d) within 15 days of the Closing Date, Agent shall have received satisfactory evidence that the title curative work required of Borrowers by Agent with respect to those certain parcels of Eligible Real Property Collateral known as FGO-Corporate/Training, located in Pascagoula, Mississippi, and identified as Site #24 on Schedule R-1, and TDI-Corporate, located in Port ------------ Xxxxxx, Texas, and identified as Site #22 on Schedule R-1, has been completed to ------------ the satisfaction of Agent, and, if such curative work is not completed within the 15 day period, Agent shall remove either or both of such parcels as to which the curative work is not so completed from designation as Eligible Real Property Collateral and recalculate the Borrowing Base accordingly;
(e) within 30 days of the Closing Date, Agent shall have received satisfactory evidence that the title curative work required of Borrowers by Agent with respect to that certain parcel of Eligible Real Property Collateral known as TDI-Dock Yard, located in Port Xxxxxx, Texas, and identified as Site #21 on Schedule R-1, has been completed to the satisfaction of Agent, and, if ------------ such curative work is not so completed within the 30 day period, Agent shall remove such parcel from designation as Eligible Real Property Collateral and recalculate the Borrowing Base accordingly;
(f) 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 Section 6.8, the form and substance of which shall ----------- be satisfactory to Agent and its counsel;
(b) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that Borrowers have filed applications for registration for all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing on the Closing Date and that Borrowers have made proper application for, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registration;
(c) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(d) as soon as received by a Borrower, but in any event within 60 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(e) within 30 days of the Closing Date, Agent shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent;
(f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;
(g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada a phase-I environmental report with respect to the perfection TDI-Sabine Shipyard; the environmental consultants retained for such report, the scope of Agent's Liens on the assets report, and properties of Frontstep Canada in the Province of Ontario, which opinion results thereof shall be in form and substance satisfactory acceptable to Agent; and;
(h) within 30 90 days of the Closing Date, Agent shall have received either phase-II environmental reports with respect to such parcels of Real Property composing the Real Property Collateral as Agent shall require; the environmental consultants retained for such reports, the scope of the reports, and the results thereof shall be acceptable to Agent, and until such time as this condition shall have been completed to the satisfaction of the Agent, Agent may in its discretion maintain a reserve against Availability under the Borrowing Base of $5,750,000;
(i) within 90 days of the Intercreditor Agreement duly executed by Softech Closing Date, Agent shall have received a real estate survey and Parenttitle corrective work with respect to such parcels of Real Property composing the Real Property Collateral as Agent shall require; the surveyors retained for such surveys, (ii) a lien releasethe scope of the surveys and title corrective work, in form and substance satisfactory the results thereof shall be acceptable to Agent, and until such time as this condition shall have been completed to the satisfaction of the Agent, Agent may in its discretion maintain a reserve against Availability under the Borrowing Base of $5,000,000;
(j) within 60 days of the Closing Date, Agent shall have received certificates of title with respect to all certificated Collateral duly executed in a manner sufficient, as determined by SoftechAgent, pertaining that, upon filing with the appropriate Governmental Authority, Agent's Lien in such Collateral shall be perfected;
(k) within 60 days of the Closing Date, Agent shall have received such waivers of subrogation rights, collateral or payment sharing agreements, intercreditor agreements, or such other agreements as Agent shall require, from each bonding company or other surety that has issued for the benefit of a Borrower performance bonds, surety bonds, or other similar bonds and which are outstanding as of the Closing Date, the terms and conditions of which shall be acceptable to the release Agent in its sole discretion, that were not required as a condition precedent to the initial extension of Softech's Liens on credit hereunder pursuant to Section 3.1(aa); ---------------
(l) within 60 days of the Collateral other than certain specified Closing Date, Agent shall have received a full-scope/all-item appraisal of Borrowers' Equipment financed to be conducted by Softech or (iii) a lien releaseXxxxxx Xxxx & Co., in form and substance satisfactory the results thereof shall be acceptable to Agent, duly executed by Softech, pertaining and until such time as this condition shall have been completed to the release satisfaction of Softech's Liens the Agent, Agent may in its discretion maintain a reserve against Availability under the Borrowing Base of $1,000,000; and
(m) within 90 days of the Closing Date, Agent shall have received Collateral Access Agreements with respect to the Real Property locations set forth on the CollateralSchedule 3.2; provided, that no Collateral Access Agreement will be ------------ -------- requested of Marad.
Appears in 1 contract
Samples: Loan and Security Agreement (Friede Goldman Halter 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 of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.8, the form and substance of which shall be satisfactory to Agent and its counsel;
(b) as soon as received with respect to (i) any Advance the proceeds of which are to be used to acquire property from AMTROL Canada or to finance the operations of AMTROL Canada or (ii) any Advance made in reliance on a Borrowing Base that includes any Accounts, Equipment or Inventory owned by a BorrowerAMTROL Canada, but in any event within 30 days of the Closing Date, evidence satisfactory to Agent that Agent shall have received satisfactory evidence that Borrowers have filed applications for registration for a valid, perfected, first priority security interest in substantially all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) personal property of Section 3.1) existing on the Closing Date AMTROL Canada, that AMTROL Canada shall have become a Loan Party and that this Agreement and the other Loan Documents shall have been amended (if necessary) in a manner reasonably satisfactory to Borrowers and Agent, all pursuant to such documentation (including legal opinions) as Agent may require in its Permitted Discretion (the date upon which all of the foregoing shall have made proper application forbeen consummated, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registration"CANADIAN PERFECTION DATE");
(c) as soon as received by a Borrower, but in any event within 30 days of after the Closing Date, Agent enter into a Cash Management Agreement with respect to AMTROL's account with JPMorgan Chase, account no. 000000000 and Bank of Nova Scotia, account no. 000000000000 (the "POST-CLOSING BANK ACCOUNTS"), or establish replacement accounts with one or more other banking institutions each of whom shall have received entered into a Cash Management Agreement reasonably satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered Agent in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Officeits Permitted Discretion;
(d) as soon as received by a Borroweron or before January 20, but in any event within 60 days 2002, cause to be delivered to Agent and the issuer of the Closing Datetitle insurance policy for the Real Property located at Xxxx'x Yard Area, Sparrows Point, Maryland (the "MARYLAND REAL PROPERTY") a certified survey of the Maryland Real Property in form and substance satisfactory to Agent shall have received satisfactory evidence that all Copyrights of Borrowers required and immediately thereafter cause to be registered under clause (b) of Section 3.2 have been registered delivered to Agent amendments to the title insurance policy with respect to the Maryland Real Property in accordance with Agent's escrow agreement with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Officetitle insurance company;
(e) within 30 days on or before January 4, 2002, cause to be delivered to Agent for the Real Property located at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx a revised certified survey of such Real Property (the Closing Date"RHODE ISLAND SURVEY") indicating (i) a legal description matching the title insurance commitment for such Real Property, Agent shall have received copies of the Personal Property Security Act, tax (ii) a revised certification in form and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are substance satisfactory to Agent;
, and (fiii) within 30 days removal of Notes number 4 and 7 of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;
(g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada with respect to the perfection of Agent's Liens on the assets and properties of Frontstep Canada in the Province of OntarioRhode Island Survey, which opinion said Rhode Island Survey shall be in form and substance satisfactory to Agent, in Agent's sole discretion; and
(hf) within 30 days on or before January 11, 2002, deliver to Agent documents satisfactory to Agent relating to the creation, perfection and establishment of the Closing Date, Agent shall have received either (i) first priority of Agent's Lien on approximately 66% of the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien release, Stock of AMTROL Netherlands in form and substance satisfactory to Agent, duly executed by Softech, pertaining to accordance with the release laws of Softech's Liens on the Collateral other than certain specified Equipment financed by Softech or (iii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the CollateralThe Netherlands.
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 (and except as provided in clause (d) below, the failure by Borrowers Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 45 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 Section 6.8, the form and substance of which shall be satisfactory to Agent and its counsel;
(b) as soon as received by a Borrower, but in any event within 30 45 days of the Closing Date, execute and deliver to Agent shall have received satisfactory evidence that Borrowers have filed applications a Mortgage for registration for all Copyrights of Borrowers in each version of the Marketed Software (Bevexxx Xxxl Property Collateral and such other than documents as Agent may reasonably require to cause the Syteline Software required Mortgage to be registered under clause (p) recorded and a mortgage title insurance policy for the Bevexxx Xxxl Property Collateral issued by a title insurance company satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that such Mortgage on such Real Property is a valid and enforceable first priority mortgage lien on such Real Property free and clear of Section 3.1) existing on the Closing Date all defects and that Borrowers have made proper application forencumbrances except Permitted Liens, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registrationsaid mortgage policy otherwise shall be in form and substance reasonably satisfactory to Agent;
(c) as soon as received by a Borrower, but in any event within 30 45 days of the Closing Date, using commercially reasonable efforts, and without the expenditure of consideration, to cause CPI Canada to execute and deliver to Agent a Mortgage for the Canadian Real Property Collateral and such other documents as Agent shall have received satisfactory evidence that all Copyrights of Borrowers required reasonably require to cause the Mortgage to be registered under clause (p) recorded and a mortgage title insurance policy for the Canadian Real Property Collateral issued by a title insurance company satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that such Mortgage on such Real Property is a valid and enforceable first priority mortgage Lien on such Real Property free and clear of Section 3.1 have been registered with the Copyright Office all defects and are specifically encumbered encumbrances except Permitted Liens, and said mortgage policy otherwise shall be in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Officeform and substance reasonably satisfactory to Agent;
(d) as soon as received by a Borrower, but in any event within 60 45 days of the Closing Date, using commercially reasonable efforts, and without the expenditures of consideration, deliver to Agent a certified copy of a memorandum recorded in the office of the Santa Clarx Xxxnty Recorder describing the grant of parking rights to Borrower with respect to the Palo Alto Real Property Collateral, the form and substance of which shall have received be satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office Agent and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Officeits counsel;
(e) within 30 45 days of the Closing Date, deliver to Agent shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canadaa fully executed Collateral Access Agreement, the results of which are form and substance reasonably satisfactory to Agent, with respect to 1019 Xxxx Xxxxxx Xxxx, San Jose, California 95131; provided, however, that if Borrower fails to comply with this subsection (e), and until such time as such Collateral Access Agreement is delivered, Agent shall establish a reserve against the Borrowing Base in an amount equal to two months' rent for the San Jose xxxmises described in this subsection (e);
(f) within 30 days of the Closing Date, Frontstep Canada change the Designated Amount specified in this Agreement to another deposit account maintained at Designated Account Bank and otherwise reasonably acceptable to Agent, whereupon such deposit account shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect thereafter be the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;Designated Account hereunder; and
(g) within 30 45 days of the Closing Datedelivery by Agent to Borrower of a reasonably acceptable draft amendment to that certain Sublease (Unit 8, Palo Alto) dated as of August 10, 1995 between Varian Associates, Inc., as sublessor, and Borrower, as sublessee, using commercially reasonable efforts and without the expenditure of consideration, deliver to Agent shall have received an opinion a certified copy of counsel said amendment, recorded in the office of the Santa Clarx Xxxnty Recorder containing the mortgagee protections referred to Frontstep Canada with respect to in Section 8.8 of such Sublease and meeting the perfection reasonable requirements of Agent's Liens on , the assets and properties of Frontstep Canada in the Province of Ontario, which opinion shall be in form and substance of which shall be satisfactory to Agent; and
(h) within 30 days of the Closing Date, Agent shall have received either (i) the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateral other than certain specified Equipment financed by Softech or (iii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateralits counsel.
Appears in 1 contract
Samples: Loan and Security Agreement (Communications & Power Industries 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) on or before the later of (i) 5 days after the date when Agent delivers to Borrower a draft of the Canadian Documents, and (ii) 10 days after the Closing Date, Agent shall have received the Canadian Documents, in form and substance reasonably satisfactory to Agent, duly executed, and each such document shall be in full force and effect, together with such evidence as Agent shall require in its discretion that the PPSA filings have been duly filed with the appropriate filing office,
(b) on or before November 22, 2002, Agent shall have received an opinion of Borrower’s and Guarantors’ counsel relative to the enforceability of the Loan Documents, assuming that California law is the governing law with respect thereto, in form and substance reasonably satisfactory to Agent,
(c) within 30 35 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 Section 6.8, the form and substance of which shall be satisfactory to Agent and its counsel;
(d) within 35 days of the Closing Date, deliver to Agent a set of Projections of Borrower for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a quarter by quarter basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent;
(e) for the period of 30 days after the Closing Date, Borrower shall use its reasonable commercial efforts to obtain Collateral Access Agreements with respect to the following locations: Santa Ana, California, Los Angeles, California, and Ann Arbor, Michigan;
(f) within 30 days of the receipt by Borrower of a written request by Agent, Borrower shall retain a financial consultant who is acceptable to Agent, which financial consultant shall perform such services as Agent shall require in its discretion, and
(g) on or before December 31, 2003, deliver to Agent with respect to the CFC’s that are direct Subsidiaries of Borrower or a Guarantor either (a) evidence that the Subsidiary has been dissolved and its assets transferred in a Permitted Restructuring Transaction, (b) as soon as the original certificates representing the shares of Stock of such CFC that are hypothecated pursuant to the Borrower Stock Pledge Agreement or the Guarantor Stock Pledge Agreement (with stock powers with respect thereto endorsed in blank), or (c) evidence that the jurisdiction of organization of the CFC does not provide for the issuance of certificated securities,
(h) within 5 Business Days of the Closing Date, Agent shall have received by a copy of the written agreement between Borrower and Xxxxxxxx & Xxxxx regarding the payment terms with respect to Borrower’s Indebtedness to Xxxxxxxx & Xxxxx, but which agreement shall provide (among other things) that such Indebtedness shall be payable in any event biweekly installments of not more than $125,000, and which shall otherwise be in form and substance reasonably satisfactory to Agent,
(i) within 30 10 days of the Closing Date, Agent shall have received satisfactory evidence that Borrowers have searches reflecting the filing of all financing statements filed applications for registration for all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing by Agent on or before the Closing Date and that Borrowers have made proper application forDate, and have paid all necessary fees tothe results of which shall be satisfactory to Agent, obtain expedited treatment from the Copyright Office for such applications for registration;and
(cj) as soon as received by a Borrower, but in any event within 30 10 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(d) as soon as received by a Borrower, but in any event within 60 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(e) within 30 days of the Closing Date, Agent shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent;
(f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;
(g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada with respect to the perfection of Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario, which opinion shall be in form and substance satisfactory to Agent; and
(h) within 30 days of the Closing Date, Agent shall have received either (i) the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien releaseControl Agreement relative to Borrower’s Securities Account maintained with SSB, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateral other than certain specified Equipment financed by Softech or (iii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the 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) by October 15, 2001, Agent shall have received a real estate survey with respect to each parcel composing the Real Property Collateral; the surveyor retained for such survey, the scope of the such survey, and the results thereof shall be acceptable to Agent;
(b) by October 15, 2001, Agent shall have received copies of each of the Permitted Foreign Subsidiary Credit Facilities in effect as of the date hereof and disclosed on Schedule P-2 hereto, and the Convertible Subordinated ------------ Debt Documents, together with a certificate of the Secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof;
(c) within 30 days of the Closing Date, Borrowers shall deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.8, the form and substance of which shall be satisfactory ----------- to Agent and its counsel;
(b) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that Borrowers have filed applications for registration for all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing on the Closing Date and that Borrowers have made proper application for, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registration;
(c) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(d) as soon as received by a Borrower, but in any event within 60 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(e) within 30 days of the Closing Date, Agent Borrowers shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent;
(f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered deliver to Agent all Personal Property Security Act financing statements and any other Additional Documents requested a transfer pricing study performed by Agent to perfect the Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario;
(g) within 30 days of the Closing Date, Agent shall have received an opinion of counsel to Frontstep Canada with respect to the perfection of Agent's Liens on the assets and properties of Frontstep Canada in the Province of Ontario, which opinion shall be Xxxxxx Xxxxxxxx in form and substance satisfactory to Agent; and;
(he) within 30 90 days of the Closing Date, Borrowers shall deliver to Agent shall have received either the Stock Pledge Agreements pledging to Agent 65% of the Stock and other equity interests held by any Borrower in any First Tier Foreign Subsidiary (i) the Intercreditor Agreement duly executed by Softech and Parent, (ii) a lien release, in form and substance satisfactory to Agent, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateral other than certain specified Equipment financed those Subsidiaries listed on Schedule 3.2 hereto), together with all ------------ opinions of foreign and U.S. counsel and all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank; and
(f) by Softech the Required Refinance Date, Borrowers shall refinance (in accordance with Section 7.1(d) hereof), obtain an extension of the maturity date -------------- for, or convert (iii) a lien releaseprovided that no Change of Control results therefrom), such amount of the Convertible Subordinated Debt as required by, and in form and substance satisfactory to Agentaccordance with, duly executed by Softech, pertaining to the release of Softech's Liens on the Collateral.Section 6.16 hereof. ------------
Appears in 1 contract
