Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: (a) a Committed Loan Notice; and (b) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I. (2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with the requirements hereof. (3) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (4) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date. (5) The Effective Date shall have occurred. (6) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummated. (7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 3 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) and (1)(f) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) a Perfection Certificate by each U.S. Loan Party and each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto;
(d) subject to Section 6.14(2):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower, the Subsidiary Guarantors and their respective wholly owned Material Subsidiaries accompanied by undated stock powers executed in blank, and
(ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement and all other documents and instruments reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(e) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(f) a customary legal opinion from (x) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York and District of Columbia counsel to the Loan Parties, and (y) each local counsel to the Loan Parties or the Secured Parties, as the case may be, listed on Schedule 4.01(1)(f) in the jurisdictions indicated on such schedule;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Sections 4.01(2), (5) and (6) have been satisfied; and
(bh) a solvency certificate from a Financial Officer of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.
I; provided, however, that with respect to the requirements set forth in clause (21)(d)(i) The Administrative Agent andabove (other than with respect to the Borrower), such certificates, if any Letter Holdings and the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is to be issued not delivered on the Closing Date, the Borrower shall provide such certificate not later than 90 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)).
(2) Since March 31, 2018, there shall not have occurred a Material Adverse Effect.
(3) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(4) The Administrative Agent or the relevant Issuing Bank, Bank (as applicable) shall have received a Request for Credit Extension in accordance with the requirements hereof.
(35) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that Date (unless such representations and warranties specifically refer relate to an earlier date, they in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, further, provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(46) No Default shall exist, or would result from the initial Credit Extensions on the Closing Date or from the application of the proceeds therefrom.
(7) Prior to or substantially concurrently with the initial Credit Extensions on the Closing Date, the Existing Credit Agreement Refinancing shall occur.
(8) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date . Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have occurred.
(6) The received notice from such Lender prior to the proposed Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummatedspecifying its objection thereto.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 2 contracts
Samples: Credit Agreement (Cushman & Wakefield PLC), Credit Agreement (Cushman & Wakefield PLC)
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with:
(i) certificates, if any, representing the Pledged Collateral referred to therein, and to the extent certificated, accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the jurisdiction of organization of each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(e) a customary legal opinion from (i) Xxxxxx & Xxxxxxx LLP, special counsel to the Loan Parties, and (ii) Faegre Xxxxx Xxxxxxx LLP, special Minnesota counsel to the Loan Parties;
(f) a solvency certificate from a Financial Officer of the Initial Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; and
(g) copies of a recent Lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties to the extent requested by the Administrative Agent no less than thirty (30) days prior to the Closing Date; provided, however, that each of the requirements set forth in clause (1)(c) above, including the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of the stock certificate of the Initial Borrower) will not constitute conditions precedent to the Borrowing on the Closing Date after the Initial Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Initial Borrower agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) or, in the case of stock certificates of Life Time and its Subsidiaries constituting Pledged Collateral, no later than 5:00 p.m., New York time, on the Closing Date; provided further that with respect to the requirements set forth in clauses (1)(b), (1)(c) or (1)(d) above, each Loan Document (or certificate or other document) required to be executed and delivered on the Closing Date by any Loan Party other than Holdings or Initial Borrower will not constitute conditions precedent to the initial of any Facility on the Closing Date; provided that each of Life Time and its Restricted Subsidiaries that are Loan Parties will execute and deliver any such document(s) substantially concurrently with the consummation of the Merger, but no later than 5:00 p.m. Minneapolis, Minnesota time on the Closing Date, and (ii) subject to the first proviso of this section 4.01(1), certificated securities issued by Life Time or its subsidiaries constituting Collateral and required to be delivered to the Administrative Agent under this Agreement, will be delivered promptly after consummation of the Merger, but in no event later than 5:00 p.m., New York City time, on the Closing Date.
(2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, Arrangers shall have received a Request the Quarterly Financial Statements; provided, that the Arrangers hereby acknowledge that they have received the Quarterly Financial Statements for Credit Extension the fiscal quarter ended March 31, 2015 and that such Quarterly Financial Statements satisfy the condition in accordance with the requirements hereofthis clause (2).
(3) The representations Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and warranties other information in respect of Holdings and the Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(4) The Arrangers shall have received a certification by a Responsible Officer of the Initial Borrower contained in Article V or any other Loan Document that the following conditions have been satisfied:
(a) The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; providedprovided further that the condition precedent in this clause (4)(a) with respect to Specified Acquisition Agreement Representations shall fail to be satisfied only to the extent a breach of such Specified Acquisition Agreement Representations results in a failure of a condition precedent to the obligation of Holdings or the Initial Borrower to consummate the Merger pursuant to the terms of the Transaction Agreement or provides Holdings or the Initial Borrower with the right to, furtherpursuant to the Transaction Agreement, that, any representation and warranty that is qualified terminate its obligations under the Transaction Agreement or decline to consummate the Merger as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on a result of the breach of such respective datesSpecified Acquisition Agreement Representations.
(4b) All fees and expenses (in the case of expenses, Prior to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Contribution (subject to any reduction pursuant to the second proviso of this Section 4.01(4)(b) shall have been consummated; and (ii) the Merger shall have been consummated in accordance with the terms of the Transaction Agreement (which, since March 15, 2015 has not been amended or waived in any respect in a manner that is materially adverse to the Lenders on the Closing Date, in their capacities as such, without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)); provided that each of the following will be deemed to be materially adverse to such Lenders:
(i) any change to the definition of “Company Material Adverse Effect” contained in the Transaction Agreement,
(ii) any waiver of the condition precedent set forth in Section 7.03(a)(iii) of the Transaction Agreement (regarding the absence of any “Company Material Adverse Effect” (as defined in the Transaction Agreement)) and
(iii) any amendment to or waiver of the condition set forth in the proviso in Section 1.02 of the Transaction Agreement (requiring the completion of the Marketing Period prior to the Closing (each as defined in the Transaction Agreement), including any amendment to or waiver of any component definition thereof) of the Transaction Agreement; provided further that any reduction in the amount of consideration required to consummate the Merger shall be deemed not to be materially adverse to such Lenders and so long as any reduction will be allocated (A) first, to a reduction in the Equity Contribution until the Equity Contribution equals the Minimum Equity Contribution (as defined in the Commitment Letter) and (B) thereafter (1) 70% to a reduction in the Closing Date Term Loans and Senior Notes (on a pro rata basis) and (2) 30% to the Equity Contribution.
(c) Except as disclosed in the Disclosure Schedules (as defined in the Transaction Agreement) (it being understood that each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent its relevance is reasonably apparent on its face) dated as of March 15, 2015, (i) since January 1, 2015 through the date of the Transaction Agreement, no Company Material Adverse Effect (as defined in the Transaction Agreement as of March 15, 2015) shall have occurred and (ii) during the period from March 15, 2015 to the Closing Date, there has not occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, in the case of each of clauses (i) and (ii) that would result in the failure of a condition precedent to the obligation of Holdings or the Initial Borrower to consummate the Merger under the Transaction Agreement.
(5) The Effective All fees and expenses required to be paid hereunder and invoiced at least two (2) Business Days before the Closing Date shall have occurredbeen paid in full.
(6) The Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated orconsummated. Without limiting the generality of the provisions of the last paragraph of Section 9.03, substantially concurrently for purposes of determining compliance with the borrowing of conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date Term Loans, shall be consummatedspecifying its objection thereto.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 2 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower Borrower, the Priority Revolving Agent and the Administrative Agent:
(1) The Priority Revolving Agent’s and Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) and (1)(f) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto;
(d) subject to Section 6.12(2):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries that are Restricted Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(e) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(f) a customary (i) legal opinion from Dxxxx Xxxx & Wxxxxxxx LLP, counsel to the Loan Parties, (ii) local counsel legal opinion from Morris, Nichols, Arsht & Txxxxxx LLP, Delaware counsel to the applicable Loan Parties, (iii) local counsel legal opinion from Fxxxx & Lxxxxxx LLP, Florida counsel to the applicable Loan Parties, (iv) local counsel legal opinion from Kxxxxxx Muething & Kxxxxxx PLL, Illinois counsel to the applicable Loan Parties and (v) local counsel legal opinion from Arent Fox LLP, District of Columbia counsel to the applicable Loan Parties;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) has been satisfied; and
(h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; provided, however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 90 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)).
(2) The Initial Lenders shall have received (a) the Annual Financial Statements, (b) the Quarterly Financial Statements and (c) the Pro Forma Financial Statements; provided that the Initial Lenders hereby acknowledge receipt of each of the foregoing Annual Financial Statements and Quarterly Financial Statements.
(3) The Administrative Agent and the Priority Revolving Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act and Beneficial Ownership Regulations) that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(4) The Administrative Agent and, if any Priority Revolving Loans are to be issued on the Closing Date, the Priority Revolving Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(35) The representations and warranties of the Borrower contained in Article V or any other Loan Document Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that Date (unless such representations and warranties specifically refer Specified Representations relate to an earlier date, they in which case, such Specified Representations shall be true and correct in all material respects as of such earlier date).
(6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date, but only to the extent that the Buyer (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such Specified Acquisition Agreement Representations.
(7) Since the date of the Acquisition Agreement, there shall not have been or occurred any Closing Date Material Adverse Effect.
(8) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing on the Closing Date, in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on June 19, 2019); provided that no provision of the Acquisition Agreement (as in effect on June 19, 2019) shall have been amended or waived, nor shall any consent have been given, by the Buyer or any of its Affiliates in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language (a) the Initial Lenders shall be true deemed to have consented to such waiver, amendment or consent unless they shall object thereto within three (3) Business Days after receipt of written notice of such waiver, amendment or consent, (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) it is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to the 35.0% of the Funded Capitalization and correct (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, on a pro rata basis to the Equity Contribution and the aggregate Closing Date Term Loan Commitments, (c) any qualification thereinamendment, waiver or consent which results in an increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such increase is funded with an increase in the Equity Contribution or Borrowings under the Closing Date Revolving Facility (to the extent permitted under this Agreement) in all respects on and (d) any change to the definition of Closing Date Material Adverse Effect shall be deemed materially adverse to the Lenders and shall require the consent of the Initial Lenders (not to be unreasonably withheld, delayed, denied or conditioned), provided that the Initial Lenders shall be deemed to have consented to such respective dateschange unless they shall object thereto within two (2) business days after receipt of written notice of such change.
(49) The Equity Contribution shall have been consummated, or shall be consummated substantially concurrently with the Borrowing of the Closing Date Term Loans on the Closing Date.
(10) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date shall have occurred.
(611) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummated.
(7) The . Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”)specifying its objection thereto.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with:
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Restricted Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.
(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(e) a customary legal opinion from (i) Xxxx Xxxxxxxx LLP, counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxxx LLP, Georgia counsel to the Loan Parties;
(f) a certificate of a Responsible Officer certifying that the conditions set forth in Sections 4.02(1) and 4.02(2) have been satisfied; and
(g) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I;
(2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, Arrangers shall have received a Request for Credit Extension in accordance with (i) the requirements hereofAnnual Financial Statements and (ii) the Quarterly Financial Statements; provided, that the Arrangers hereby acknowledge receipt of the Annual Financial Statements and the Quarterly Financial Statements.
(3) The representations Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and warranties other information in respect of the Borrower contained and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in Article V or any other Loan Document shall be true and correct in all material respects on and as of writing by it at least ten (10) Business Days prior to the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(4) Since December 31, 2016, there shall not have occurred any facts, events, changes, developments or effects which, individually or in the aggregate, have constituted or would reasonably be expected to constitute a Material Adverse Effect.
(5) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date shall have occurred.
(6) The Prior to or substantially concurrently with the initial Borrowing(s) on the Closing Date, the Closing Date Refinancing shall have been consummated orconsummated. Without limiting the generality of the provisions of the last paragraph of Section 9.03, substantially concurrently for purposes of determining compliance with the borrowing of conditions specified in this Section 4.01, by releasing its signature page hereto or to an Assignment and Assumption, the Closing Date Term LoansArrangers, the Administrative Agent and each Lender party hereto shall be consummateddeemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such Arranger, Administrative Agent or such Lender, as the case may be.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 2 contracts
Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Material Domestic Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(e) a customary legal opinion from (i) Xxxxxxxx LLP, counsel to the Loan Parties, (ii) each local counsel to the Loan Parties listed on Schedule 4.01(1)(e) in the jurisdictions indicated on such schedule and (iii) Wilkinson, Barker, Xxxxxx LLP, regulatory counsel to the Loan Parties;
(f) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) and 4.01(6) have been satisfied; and
(g) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.
(2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, Arrangers shall have received a Request for Credit Extension in accordance with (i) the requirements hereofAnnual Financial Statements, and (ii) the Quarterly Financial Statements.
(3) The Arrangers shall have received the Pro Forma Financial Statements.
(4) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(5) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(46) No Default shall exist, or would result from the initial Credit Extensions hereunder or from the application of the proceeds therefrom.
(7) Since September 30, 2021, no change, event or circumstance shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.
(8) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(59) The Effective Date shall have occurred.
(6Prior to or substantially concurrently with the initial Borrowing(s) The on the Closing Date, the Closing Date Refinancing shall have been consummated orconsummated. Without limiting the generality of the provisions of the last paragraph of Section 9.03, substantially concurrently for purposes of determining compliance with the borrowing of conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date Term Loans, shall be consummatedspecifying its objection thereto.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 1 contract
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Material Domestic Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a solvency certificate manner reasonably satisfactory to the Administrative Agent shall have been made;
(d) certificates of good standing from a Financial Officer the secretary of state of the Borrower state of organization of each Loan Party (after giving effect to the Transactions) substantially extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the form Organizational Documents attached hereto thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as Exhibit I.
(2) The Administrative Agent and, if any Letter of Credit a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be issued a party on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(3) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(4) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date shall have occurred.
(6) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummated.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).;
Appears in 1 contract
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower Borrower, the Administrative Agent and the Administrative AgentRequired Lenders:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) and (1)(f) below):
(a) a Committed Loan Notice; ;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto;
(d) Loan subject to Section 6.13(2):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Domestic Subsidiaries accompanied by undated stock powers executed in blank, and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent and AAL Last Out Representative shall have been made;
(e) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(i) a customary legal opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (ii) a customary legal opinion from Cleveland, Waters and Bass, PA., New Hampshire counsel to the applicable Loan Parties, (iii) a customary legal opinion from Stoel Rives LLP, Washington counsel to the applicable Loan Parties, (iv) a customary legal opinion from Xxxxx Xxxx PLC, Michigan, Arizona, Nevada and Ohio counsel to the applicable Loan Parties, and (v) Husch Xxxxxxxxx LLP, Missouri, Wisconsin and Georgia counsel to the applicable Loan Parties;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) has been satisfied;
(h) a solvency certificate from a Financial Officer of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I;
(i) executed counterparts of the Master Agreement for Documentary Letters of Credit and the Master Agreement for Standby Letters of Credit; and
(j) a VCOC letter substantially in the form attached hereto as Exhibit R (the “VCOC Letter”). provided, however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 60 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)).
(2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with (i) the requirements hereof.
Annual Financial Statements, (3ii) The representations the Unaudited Financial Statements and warranties of (iii) the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing DatePro Forma Financials; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as Administrative Agent hereby acknowledges receipt of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(4) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date shall have occurred.
(6) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing each of the Closing Date Term Loansforegoing Annual Financial Statements, shall be consummatedUnaudited Financial Statements and Pro Forma Financials.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 1 contract
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower Borrower, the Administrative Agent and the Administrative AgentRequired Lenders:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” ..pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) and (1)(f) below):
(a) a Committed Loan Notice; ;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto;
(d) subject to Section 6.13(2):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Domestic Subsidiaries accompanied by undated stock powers executed in blank, and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent and AAL Last Out Representative shall have been made;
(e) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(i) a customary legal opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (ii) a customary legal opinion from Cleveland, Waters and Bass, PA., New Hampshire counsel to the applicable Loan Parties, (iii) a customary legal opinion from Stoel Rives LLP, Washington counsel to the applicable Loan Parties, (iv) a customary legal opinion from Xxxxx Xxxx PLC, Michigan, Arizona, Nevada and Ohio counsel to the applicable Loan Parties, and (v) Husch Xxxxxxxxx LLP, Missouri, Wisconsin and Georgia counsel to the applicable Loan Parties;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) has been satisfied;
(h) a solvency certificate from a Financial Officer of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I;
(i) executed counterparts of the Master Agreement for Documentary Letters of Credit and the Master Agreement for Standby Letters of Credit; and
(j) a VCOC letter substantially in the form attached hereto as Exhibit R (the “VCOC Letter”). provided, however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 60 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)).
(2) The Administrative Agent shall have received (i) the Annual Financial Statements, (ii) the Unaudited Financial Statements and (iii) the Pro Forma Financials; provided that the Administrative Agent hereby acknowledges receipt of each of the foregoing Annual Financial Statements, Unaudited Financial Statements and Pro Forma Financials.
(3) To the extent reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date, the Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date (i) all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) and (ii) if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered to the Administrative Agent a Beneficial Ownership Certification in relation to the Borrower.
(4) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(35) The representations and warranties of the Borrower contained in Article V or any other Loan Document Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that Date (unless such representations and warranties specifically refer Specified Representations relate to an earlier date, they in which case, such Specified Representations shall be true and correct in all material respects as of such earlier date).
(6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date, but only to the extent that Holdings (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such Specified Acquisition Agreement Representations.
(7) Since the date of the Acquisition Agreement, no Closing Date Material Adverse Effect shall have occurred.
(8) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Closing Date Term Loans, in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on April 14, 2020); provided that no provision of the Acquisition Agreement (as in effect on April 14, 2020) shall have been amended, no provision of the Acquisition Agreement shall have been waived by Holdings or any of its Affiliates, no consent shall have been given by Holdings or any of its Affiliates, in each case, in a manner materially adverse to CONA or HPS, nor shall any amendment or waiver have been made or consent given which results in a reduction in the purchase price for the Acquisition without, in each case, the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language (a) the Arrangers shall be true deemed to have consented to such waiver, amendment or consent unless it shall object thereto within three (3) business days after receipt of written notice of such waiver, amendment or consent,
(9) no such consent shall be required in the case of any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition to the extent (i) it is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to the Minimum Equity Contribution and correct (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, (x) 30% of such reduction shall be applied to reduce the amount of commitments in respect of the Term Facility and (y) 70% of such reduction shall be applied to reduce the amount of the Equity Contribution; provided that the Sponsor shall control at least a majority of the total equity capitalization of Holdings on the Closing Date, (c) any qualification thereinincrease in purchase price for the Acquisition shall not be deemed to be materially adverse to the Arrangers so long as such increase in the Equity Contribution and (d) in all respects on such respective datesany change to the definition of Closing Date Material Adverse Effect shall be deemed materially adverse to the Arrangers.
(410) All fees and expenses (in the case of expenses, to the extent invoiced at least three two (32) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Initial Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing of the Closing Date Term Loans.
(11) The Equity Contribution shall have been consummated, or on the Closing DateDate substantially concurrently with the borrowing of the Closing Date Term Loans shall be consummated, and at least 37.5% of the Total Capitalization shall consist of cash provided by the Sponsor.
(5) The Effective Date shall have occurred.
(612) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummated.
(7) The . Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”)specifying its objection thereto.
Appears in 1 contract
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Material Domestic Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(e) a customary legal opinion from (i) Hxxxxxxx LLP, counsel to the Loan Parties, (ii) each local counsel to the Loan Parties listed on Schedule 4.01(1)(e) in the jurisdictions indicated on such schedule and (iii) Wxxxxxxxx, Bxxxxx, Kxxxxx LLP, regulatory counsel to the Loan Parties;
(f) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) and 4.01(6) have been satisfied; and
(g) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.
(2) The Administrative Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, Arrangers shall have received a Request for Credit Extension in accordance with (i) the requirements hereofAnnual Financial Statements, and (ii) the Quarterly Financial Statements.
(3) The Arrangers shall have received the Pro Forma Financial Statements.
(4) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(5) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(46) No Default shall exist, or would result from the initial Credit Extensions hereunder or from the application of the proceeds therefrom.
(7) Since September 30, 2021, no change, event or circumstance shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.
(8) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(59) The Effective Date shall have occurred.
(6Prior to or substantially concurrently with the initial Borrowing(s) The on the Closing Date, the Closing Date Refinancing shall have been consummated orconsummated. Without limiting the generality of the provisions of the last paragraph of Section 9.03, substantially concurrently for purposes of determining compliance with the borrowing of conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date Term Loans, shall be consummatedspecifying its objection thereto.
(7) The Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”).
Appears in 1 contract
Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower Borrower, the Priority Revolving Agent and the Administrative Agent:
(1) The Priority Revolving Agent’s and Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in “.pdf” format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:Party (other than in the case clause (1)(e) and (1)(f) below):
(a) a Committed Loan Notice;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto;
(d) subject to Section 6.12(2):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries that are Restricted Subsidiaries accompanied by undated stock powers executed in blank; and
(bii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(e) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(f) a customary (i) legal opinion from Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, (ii) local counsel legal opinion from Morris, Nichols, Arsht & Xxxxxxx LLP, Delaware counsel to the applicable Loan Parties, (iii) local counsel legal opinion from Xxxxx & Xxxxxxx LLP, Florida counsel to the applicable Loan Parties, (iv) local counsel legal opinion from Xxxxxxx Muething & Xxxxxxx PLL, Illinois counsel to the applicable Loan Parties and (v) local counsel legal opinion from Arent Fox LLP, District of Columbia counsel to the applicable Loan Parties;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) has been satisfied; and
(h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; provided, however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 90 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)).
(2) The Initial Lenders shall have received (a) the Annual Financial Statements, (b) the Quarterly Financial Statements and (c) the Pro Forma Financial Statements; provided that the Initial Lenders hereby acknowledge receipt of each of the foregoing Annual Financial Statements and Quarterly Financial Statements.
(3) The Administrative Agent and the Priority Revolving Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act and Beneficial Ownership Regulations) that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.
(4) The Administrative Agent and, if any Priority Revolving Loans are to be issued on the Closing Date, the Priority Revolving Agent and, if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(35) The representations and warranties of the Borrower contained in Article V or any other Loan Document Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that Date (unless such representations and warranties specifically refer Specified Representations relate to an earlier date, they in which case, such Specified Representations shall be true and correct in all material respects as of such earlier date).
(6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date, but only to the extent that the Buyer (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such Specified Acquisition Agreement Representations.
(7) Since the date of the Acquisition Agreement, there shall not have been or occurred any Closing Date Material Adverse Effect.
(8) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing on the Closing Date, in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on June 19, 2019); provided that no provision of the Acquisition Agreement (as in effect on June 19, 2019) shall have been amended or waived, nor shall any consent have been given, by the Buyer or any of its Affiliates in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language (a) the Initial Lenders shall be true deemed to have consented to such waiver, amendment or consent unless they shall object thereto within three (3) Business Days after receipt of written notice of such waiver, amendment or consent, (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) it is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to the 35.0% of the Funded Capitalization and correct (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, on a pro rata basis to the Equity Contribution and the aggregate Closing Date Term Loan Commitments, (c) any qualification thereinamendment, waiver or consent which results in an increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such increase is funded with an increase in the Equity Contribution or Borrowings under the Closing Date Revolving Facility (to the extent permitted under this Agreement) in all respects on and (d) any change to the definition of Closing Date Material Adverse Effect shall be deemed materially adverse to the Lenders and shall require the consent of the Initial Lenders (not to be unreasonably withheld, delayed, denied or conditioned), provided that the Initial Lenders shall be deemed to have consented to such respective dateschange unless they shall object thereto within two (2) business days after receipt of written notice of such change.
(49) The Equity Contribution shall have been consummated, or shall be consummated substantially concurrently with the Borrowing of the Closing Date Term Loans on the Closing Date.
(10) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder and the Fee Letter on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.
(5) The Effective Date shall have occurred.
(611) The Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term Loans, shall be consummated.
(7) The . Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date shall have occurred on or prior to May 23, 2022 (the “Closing Outside Date”)specifying its objection thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
