Conditions to Consent. The consent provided for in Section 2.1 of this Consent is subject to the following conditions: (a) Each Proposed Transaction shall be consummated and become effective simultaneously with the consummation and effectiveness of all of the other Proposed Transactions (the date of the consummation of the Proposed Transactions being hereinafter referred to as the "Transaction Closing Date"); (b) No Term Loan (as defined in the Talley Canada Loan Agreement) has been made by thx Xxxxower to Talley Canada pursuant to the Talley Canada Loan Xxxxxxent and, as of the date xxxxxx, the outstanding principal balance of the Talley Canada Revolving Note is zero; (x) Xhe Agent shall have reviewed and approved all documents and instruments to be executed and delivered in connection with the Talley Canada Loan Termination, and such Proposed Xxxxxactions shall be consummated in accordance therewith; (d) The Purchase and Sale Transaction shall be consummated strictly in accordance with the terms of the Purchase and Sale Agreement substantially in the form transmitted from Brenda L. Bolt, under cover of letter dated March 00, 0000, xx Alan M. Christenfeld, with material changes to suxx xxxx xx xxx xxxx been approved by the Lenders; (e) The Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower and the resolutions of the sole shareholder of Talley Canada (each in form and substance reasonaxxx xxtisfactory to the Agent) authorizing (i) the execution, delivery and performance of this Consent, the documents referred to herein, and the other Loan Documents contemplated hereby and thereby, and (ii) the consummation of the Proposed Transactions and the other transactions contemplated hereby and thereby, all certified by the Secretary or an Assistant Secretary of each of the Borrower and Talley Canada on the date hereof. Such certificaxxx xxall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date of such certificate; (f) No Default, Event of Default or Subsidiary Event of Default shall have occurred and be existing either on the date hereof, immediately after giving effect to this Consent, or on the Transaction Closing Date; (g) The representations and warranties contained herein, in the Loan Agreement and in all other Loan Documents (other than representations and warranties that expressly speak only as of a specified different date) shall be true and correct as of the date hereof, immediately after giving effect to this Consent, and on the Transaction Closing Date; (h) The Agent shall have received a certificate, in form and substance satisfactory to the Agent, dated the date of the effectiveness of this Consent and signed by the President or a Vice President and the Treasurer or Controller of the Borrower certifying that the conditions set forth in this Section 2.2 have been fulfilled and as to such other matters as the Agent shall reasonably require; (i) The Agent shall have received such other agreements, opinions, certificates, representations, instruments and other documents as it may reasonably require, all in form and substance satisfactory to the Agent; (j) Such consent is strictly limited to the facts set forth herein; and (k) All other conditions set forth in Section 6 hereof shall have been satisfied.
Appears in 2 contracts
Samples: Loan and Security Agreement (Talley Manufacturing & Technology Inc), Loan and Security Agreement (Talley Industries Inc)
Conditions to Consent. The consent provided for in Section 2.1 of this Consent subsection (a) above is subject to conditioned upon the following conditionsfollowing:
(ai) Each Proposed Transaction the Formation Transactions and the IPO shall be consummated and become effective simultaneously with completed in all material respects by August 15, 2010;
(ii) there shall be no default or Event of Default continuing under the consummation and effectiveness of all Loan Documents as of the other Proposed Transactions IPO Closing Time;
(iii) as of IPO Closing Time, Borrower shall have delivered to Lender a Certificate Concerning Governing Documents in the date form attached hereto as Exhibit B (“Certificate Concerning Governing Documents”;
(iv) as of IPO Closing Time, Borrower shall have paid to Lender a transfer fee in the amount of $430,000.00;
(v) as of IPO Closing Time, Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxx will serve on the board of directors of the consummation REIT and Xxxxxx X. Xxxxxxx and Xxxxxx Xxxxx will (A) maintain an equity interest in either the REIT or the Operating Partnership, and (B) have senior management operating responsibilities for the REIT and Operating Partnership;
(vi) as of the Proposed Transactions being hereinafter referred IPO Closing Time, the Operating Partnership shall, directly or indirectly, own 100% of the outstanding membership interests in Borrower;
(vii) as of the IPO Closing Time, Borrower shall have delivered to Lender a Certificate of Confirmation in the form attached hereto as the "Transaction Closing Date"Exhibit C (“Certificate of Confirmation”);
(bviii) No Term Loan (as defined in the Talley Canada Loan Agreement) has been made by thx Xxxxower to Talley Canada pursuant to the Talley Canada Loan Xxxxxxent and, as of the date xxxxxxIPO Closing Time, the outstanding principal balance Operating Partnership shall have delivered to the Lender a fully-executed original of each of the Talley Canada Revolving Note is zeroReplacement Guarantor Documents dated effective as of the IPO Closing Time;
(ix) as of the IPO Closing Time, the net worth of the Operating Partnership shall be equal to or greater than $200,000,000.00, it being agreed that the “net worth” of the Operating Partnership shall be equal to the excess of assets over liabilities, taking into account the effect of the IPO and related transactions, and, within thirty (30) days following the IPO Closing Time, the Operating Partnership shall deliver to Lender an unaudited consolidated balance sheet of the Operating Partnership as of the IPO Closing Time evidencing such net worth; and
(x) Xhe Agent Borrower shall have reviewed paid or caused the payment of all costs and approved all documents and instruments to be executed and delivered expenses incurred by Lender in connection with the Talley Canada Loan Termination, this Agreement and such Proposed Xxxxxactions shall be consummated in accordance therewith;
(d) The Purchase review and Sale Transaction shall be consummated strictly in accordance with the terms approval of the Purchase and Sale Agreement substantially in the form transmitted from Brenda L. Bolt, under cover of letter dated March 00, 0000, xx Alan M. Christenfeld, with material changes to suxx xxxx xx xxx xxxx been approved by the Lenders;
(e) The Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower and the resolutions of the sole shareholder of Talley Canada (each in form and substance reasonaxxx xxtisfactory to the Agent) authorizing (i) the execution, delivery and performance of this Consent, the documents referred to herein, and the other Loan Documents contemplated hereby and thereby, and (ii) the consummation of the Proposed Transactions and the other transactions contemplated hereby and thereby, all certified by the Secretary or an Assistant Secretary of each of the Borrower and Talley Canada on the date hereof. Such certificaxxx xxall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date of such certificate;
(f) No Default, Event of Default or Subsidiary Event of Default shall have occurred and be existing either on the date hereof, immediately after giving effect to this Consent, or on the Transaction Closing Date;
(g) The representations and warranties contained herein, in the Loan Agreement and in all other Loan Documents (other than representations and warranties that expressly speak only as of a specified different date) shall be true and correct as of the date hereof, immediately after giving effect to this Consent, and on the Transaction Closing Date;
(h) The Agent shall have received a certificate, in form and substance satisfactory to the Agent, dated the date of the effectiveness of this Consent and signed by the President or a Vice President and the Treasurer or Controller of the Borrower certifying that the conditions items set forth in this Section 2.2 have been fulfilled 2 and as to such other matters as the Agent shall reasonably require;
Section 3 below (iincluding, without limitation, Lender’s outside counsel attorneys’ fees and expenses) The Agent shall have received such other agreements, opinions, certificates, representations, instruments and other documents as it may reasonably require, all in form and substance satisfactory to the Agent;
(j) Such consent is strictly limited to the facts set forth herein; and
(k) All other conditions set forth in Section 6 hereof shall have been satisfiedpromptly following Borrower’s receipt of Lender’s statement therefor.
Appears in 1 contract
Samples: Conditional Consent Agreement (Hudson Pacific Properties, Inc.)
Conditions to Consent. The consent provided for Based on Lessee's representations, --------------------- warranties, covenants and agreements set forth in this Amendment and the other Operative Documents, including the covenants and agreements set forth in Section 2.1 ------- 4 above, the Agent and the Funding Parties hereby consent to the contemporaneous - consummation of this Consent is the Xxxxxxx Acquisition and the incurrence of the Senior Note Debt on the Xxxxxxx Acquisition Date, subject to the following conditions:
(a) Each Proposed Transaction No Potential Event of Default or Event of Default shall be consummated and become effective simultaneously with the consummation and effectiveness of all of the other Proposed Transactions (the date of exist after giving effect to the consummation of the Proposed Transactions being hereinafter referred to as Xxxxxxx Acquisition and the "Transaction Closing Date");incurrence of the Senior Note Debt.
(b) No Term Loan After giving pro forma effect to the consummation of the Xxxxxxx Acquisition and the incurrence of the Senior Note Debt, Lessee shall be in compliance with each of the financial covenants set forth in Section 5.20 of the ------------ Master Agreement (as defined amended hereby), and the Agent shall have received a certificate and supporting calculations from the Financial Officer evidencing such compliance.
(c) On the Xxxxxxx Acquisition Date, (i) the Agent shall have received true and complete executed or conformed copies of the Senior Note Documents; (ii) the Senior Note Documents shall be in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the Talley Canada Loan Agreementexecution thereof (other than solely to extend the date by which the Senior Note Debt is to be incurred) has except with the prior written consent of the Agent; (iii) none of the parties to any of the Senior Note Documents shall have failed to perform any material obligation or covenant required by such Senior Note Document to be performed or complied with by it on or before the Xxxxxxx Acquisition Date; (iv) all requisite approvals by Governmental Authorities and regulatory bodies having jurisdiction over the parties to the Senior Note Documents in respect of the Senior Note Offering shall have been made obtained by thx Xxxxower such parties, and no such approvals shall impose any unsatisfied conditions to Talley Canada the incurrence of the Senior Note Debt; (v) the incurrence of the Senior Note Debt pursuant to the Talley Canada Loan Xxxxxxent and, as Senior Note Offering shall be consummated (A) in accordance with all applicable laws and the terms of the date xxxxxxSenior Note Offering Memorandum, and (B) pursuant to the outstanding principal balance Senior Note Documents in form consistent with the Senior Note Offering Memorandum and otherwise satisfactory to the Agent, without any amendment or waiver of the Talley Canada Revolving Note is zero;
any material provision thereof; (xvi) Xhe Agent shall have reviewed and approved all documents and instruments to be executed and opinion letters delivered in connection with the Talley Canada Loan Termination, Senior Note Documents and such Proposed Xxxxxactions the transactions contemplated thereby shall be consummated addressed to the Agent, for the benefit of the Funding Parties, or accompanied by a written authorization from the firm delivering such opinion letter stating that the Agent, for the benefit of the Funding Parties, may rely on such opinion letter as though it were addressed to it; and (vii) the Agent shall have received the duly executed and delivered Intercreditor Agreement in accordance therewith;substantially the form attached to this Amendment as Exhibit A (the "Trademark --------- --------- Intercreditor Agreement"). -----------------------
(d) The Purchase On the Xxxxxxx Acquisition Date, (i) the Agent shall have received true and Sale Transaction complete executed or conformed copies of the Xxxxxxx Acquisition Documents; (ii) the Xxxxxxx Acquisition Documents shall be in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof (other than solely to extend the date by which the Xxxxxxx Acquisition is required to occur) except with the prior written consent of the Agent; (iii) none of the parties to any of the Xxxxxxx Acquisition Documents shall have failed to perform any material obligation or covenant required by such Xxxxxxx Acquisition Document to be performed or complied with by it on or before the Xxxxxxx Acquisition Date; (iv) all material representations and warranties of the Jantzen Sellers contained in the Xxxxxxx Acquisition Agreement and the other Xxxxxxx Acquisition Documents shall be true and correct in all material respects with the same effect as though made on and as of the Xxxxxxx Acquisition Date; (v) all requisite approvals by Governmental Authorities and regulatory bodies having jurisdiction over the parties to the Xxxxxxx Acquisition Agreement in respect of the Xxxxxxx Acquisition shall have been obtained by such parties (other than the completion of any assignments of record of Intellectual Property being transferred by VF Canada, Inc. to Xxxxxxx Apparel or Lessee, which assignments Lessee shall diligently pursue to completion), and no such approvals shall impose any unsatisfied conditions to the consummation of the Xxxxxxx Acquisition; (vi) the Xxxxxxx Acquisition shall have been consummated strictly (A) in accordance with all applicable laws and the terms of the Purchase Xxxxxxx Acquisition Agreement, and Sale (B) pursuant to the Xxxxxxx Acquisition Documents in form consistent with the Xxxxxxx Acquisition Agreement substantially and otherwise satisfactory to the Agent, without any amendment or waiver of any material provision thereof; (vii) all opinion letters, if any, delivered in connection with the form transmitted Xxxxxxx Acquisition Documents and the transactions contemplated thereby shall be addressed to the Agent, for the benefit of the Funding Parties, or accompanied by a written authorization from Brenda L. Boltthe firm delivering such opinion letter stating that the Agent, under cover for the benefit of the Funding Parties, may rely on such opinion letter dated March 00, 0000, xx Alan M. Christenfeld, as though it were addressed to it; and (viii) the Agent shall have received the consent and acknowledgment of the Jantzen Sellers with material changes respect to suxx xxxx xx xxx xxxx been approved by the Lenders;Xxxxxxx Acquisition Documents Assignment.
(e) The Agent shall have received a copy certificate from Lessee's President or Financial Officer, together with such other evidence satisfactory to the Agent, that each of the resolutions conditions set forth in clauses (a) through (d) ----------- --- above shall have been satisfied.
(f) Lessee shall have delivered to the Agent a stand-by letter of the Board credit issued by Bank of Directors of the Borrower and the resolutions of the sole shareholder of Talley Canada (each America, N.A. in form and substance reasonaxxx xxtisfactory reasonably satisfactory to the Agent) authorizing (i) the execution, delivery and performance of this Consent, the documents referred Agent with a stated amount equal to herein, and the other Loan Documents contemplated hereby and thereby, and (ii) the consummation of the Proposed Transactions and the other transactions contemplated hereby and thereby, all certified by the Secretary or an Assistant Secretary of each of the Borrower and Talley Canada on the date hereof. Such certificaxxx xxall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date of such certificate;
(f) No Default, Event of Default or Subsidiary Event of Default shall have occurred and be existing either on the date hereof, immediately after giving effect to this Consent, or on the Transaction Closing Date;$5,500,000.
(g) The representations Xxxxxxx Acquisition and warranties contained herein, in the Loan Agreement and in all other Loan Documents (other than representations and warranties that expressly speak only as incurrence of a specified different date) the Senior Note Debt pursuant to the Senior Note Offering shall be true and correct as of consummated in accordance with the date hereofforegoing on or prior to March 30, immediately after giving effect to this Consent, and on the Transaction Closing Date;
(h) The Agent shall have received a certificate, in form and substance satisfactory to the Agent, dated the date of the effectiveness of this Consent and signed by the President or a Vice President and the Treasurer or Controller of the Borrower certifying that the conditions set forth in this Section 2.2 have been fulfilled and as to such other matters as the Agent shall reasonably require;
(i) The Agent shall have received such other agreements, opinions, certificates, representations, instruments and other documents as it may reasonably require, all in form and substance satisfactory to the Agent;
(j) Such consent is strictly limited to the facts set forth herein; and
(k) All other conditions set forth in Section 6 hereof shall have been satisfied2002.
Appears in 1 contract
Conditions to Consent. The consent provided for in Section 2.1 of this Consent is subject to the following conditions:
(a) Each Proposed Transaction shall be consummated and become effective simultaneously with the consummation and effectiveness of all of the other Proposed Transactions (the date of the consummation of the Proposed Transactions being hereinafter referred to as the "Transaction Closing Date");
(b) No Term Loan (as defined in the Talley Canada Loan Agreement) has been made by thx Xxxxower to Talley Canada pursuant to the Talley Canada Loan Xxxxxxent and, as of the date xxxxxx, the outstanding principal balance of the Talley Canada Revolving Note is zero;
(x) Xhe The Agent shall have reviewed and approved all documents and instruments to be executed and delivered in connection with the Talley Canada Technology Capital Contribution and the Technology Loan Termination, and such Proposed Xxxxxactions Transactions shall be consummated in accordance therewith;
(c) The original principal amount of the Metals Additional Term Loan shall not exceed the principal balance of the Technology Term Note outstanding on the Transaction Closing Date immediately before giving effect to the Technology Capital Contribution;
(d) The Purchase Borrower and Sale Transaction Metals shall be consummated strictly in accordance with have executed an amendment (the terms of "Metals Amendment") to the Purchase and Sale Agreement Metals Loan Agreement, substantially in the form transmitted from Brenda L. Boltof Exhibit A attached hereto, under cover of letter dated March 00Metals shall have executed and delivered the Additional Term Note (as defined therein) and the Revolving Note attached thereto (the "Amended and Restated Revolving Note") and the Borrower and Metals shall have delivered such other documents and instruments in connection therewith as the Agent shall require, 0000, xx Alan M. Christenfeld, with material changes each in form and substance satisfactory to suxx xxxx xx xxx xxxx been approved by the LendersAgent;
(e) The Borrower and Metals shall have executed and delivered to the Agent an instrument, in form and substance satisfactory to the Agent, acknowledging and confirming that the Metals Amendment, the Additional Term Note and the Amended and Restated Revolving Note constitute Subsidiary Loan Documents as defined under and collaterally assigned to the Agent pursuant to the Collateral Assignment Agreement; the Borrower shall have endorsed the Additional Term Note and the Amended and Restated Revolving Note to the order of the Agent; and the Borrower shall have delivered the originals of the Additional Term Note and the Amended and Restated Revolving Note to the Agent or its counsel, Rogers & Wells, in pledge, pursuant to the Loan Axxxxxxnt xxx xhe Collateral Assignment Agreement;
(f) The Agent shall have received a copy of the resolutions (in form and substance reasonably satisfactory to the Agent) of the Board of Directors of the Borrower and the resolutions each of the sole shareholder of Talley Canada (each in form Borrower, Technology and substance reasonaxxx xxtisfactory to the Agent) Metals authorizing (i) the execution, delivery and performance of this Consent, the documents referred to herein, and the other Loan Documents contemplated hereby and thereby, and (ii) the consummation of the Proposed Transactions and the other transactions contemplated hereby and thereby, all certified by the Secretary or an Assistant Secretary of each of the Borrower Borrower, Technology and Talley Canada Metals on the date hereof. Such certificaxxx xxall certificates shall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date of such certificate;
(fg) On the date hereof, immediately after giving effect to this Consent, and on the Transaction Closing Date: no Default or Event of Default under and as such terms are defined and used in the Senior Note Indenture and the Indenture (the "Discount Debenture Indenture") under which the Discount Debentures are issued shall have occurred and be existing; neither the Senior Notes nor the Discount Debentures shall have been accelerated (whether by declaration or otherwise); and the Senior Note Trustee shall not have delivered a notice of acceleration to the Collateral Agent;
(h) On and as of the Transaction Closing Date, the Collateral Agent shall have received all certificates, Opinions of Counsel (as defined in the Senior Note Indenture) and other documents required pursuant to the provisions of Sections 15.03 and 15.04 of the Senior Note Indenture and all other conditions, if any, for the release of Airbag Collateral required by the Senior Note Indenture, the Discount Debenture Indenture or applicable law shall have been satisfied to the satisfaction of the Collateral Agent;
(i) No Default, Event of Default or Subsidiary Event of Default shall have occurred and be existing either on the date hereof, immediately after giving effect to this Consent, Consent or on the Transaction Closing Date;
(gj) The representations and warranties contained herein, in the Loan Agreement and in all other Loan Documents (other than representations and warranties that expressly speak only as of a specified different date) shall be true and correct as of the date hereof, immediately after giving effect to this Consent, and on the Transaction Closing Date;
(hk) The Agent shall have received a certificate, in form and substance satisfactory to the Agent, dated the date of the effectiveness of this Consent Transaction Closing Date and signed by the President or a Vice President and the Treasurer or Controller of the Borrower certifying (x) the principal balance of the Technology Term Note outstanding on the Transaction Closing Date immediately before giving effect to the Technology Capital Contribution, (y) that the conditions set forth in this Section 2.2 have been fulfilled fulfilled, and as to (z) such other matters as the Agent shall reasonably require;
(il) The Agent shall have received an opinion of Mark S. Dickerson, Esq., Vice President, Secretarx xxx Xxxxxxx Xxxxxxx of Talley Industries, Inc. and counsel to the Borrower, xxdressed to the Agent, the Collateral Agent and the Lenders and in form and substance satisfactory to the Agent;
(m) The Agent shall have received such other agreements, opinions, certificates, representations, instruments and other documents as it may reasonably require, all in form and substance satisfactory to the Agent;
(jn) Such consent is strictly limited to the facts set forth herein; and
(ko) All other conditions set forth in Section 6 hereof shall have been satisfied.
Appears in 1 contract
Samples: Loan Agreement (Talley Manufacturing & Technology Inc)
