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Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxx Day, Vice Presidentand, General Counsel and Secretary of to the Companyextent not covered by the foregoing, counsel reasonably acceptable to the Arrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in a each case in form and substance reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Arrangers. (cd) The Administrative Agent and the Arrangers shall have received such customary documents and certificates as the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the CompanyLoan Parties, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of each Loan Party and any other legal matters relating to the CompanyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;Agent and the Arrangers. (de) The Administrative Agent and the Arrangers shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company each Loan Party set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) the Arrangers shall have received a solvency certificate from the chief financial officer of the Company in the form of Exhibit I demonstrating solvency (on a consolidated basis) of the Company and the Subsidiaries as of the Effective Date after giving effect to the Transactions that are to occur on such date. (g) The Administrative Agent and the Arrangers shall have received, at least two Business Days prior to the Effective Date, (i) all documentation and other information regarding each Loan Party required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested at least 10 Business Days prior to the Effective Date, and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party. (h) All costs, expenses (including reasonable and documented legal fees and other amounts due expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, includingin each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed paid on or paid prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (i) The Existing Credit Agreement Refinancing shall have been consummated (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be consummated), and the Administrative Agent and the Arrangers shall have received customary payoff documentation in respect thereof. (j) The conditions set forth in Section 4.04 in respect of WABTEC UA shall have been satisfied (or waived in accordance with Section 10.02). (k) Each Guarantee of any Indebtedness outstanding under the 2013 Note Indenture by any Subsidiary that shall not be a Subsidiary Guarantor on the Effective Date shall have been (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be) released and discharged, and the Administrative Agent and the Arrangers shall have received customary evidence thereof. The Administrative Agent shall notify the Company hereunderand the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 2 contracts

Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp), Credit Agreement (Westinghouse Air Brake Technologies Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which each of the following conditions are is satisfied (or waived in accordance with Section 9.02):the terms hereof: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be originals, telecopies or other customary means of electronic transmission (e.g., “pdf”) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Issuing Bank and Initial Borrower (if applicable), each Lenderdated as of the Effective Date (or, and arrangements satisfactory to in the Administrative Agent shall have been made for the delivery case of additional executed counterpartscertificates of governmental officials, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Arrangers: (i) executed counterparts of this Agreement, dated as of the Effective Date, in such number as reasonably requested by the Administrative Agent, duly executed by the Initial Borrower, the L/C Issuers, the Swing Line Lender and the Lenders party hereto on the Effective Date; (ii) Jxxxx Daya certificate of the secretary or assistant secretary of the Initial Borrower, dated as of the Effective Date, certifying (A) that attached thereto is a true and complete copy of each current Organization Document of the Initial Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Initial Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Initial Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended (except as attached thereto) and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Initial Borrower (together with a form reasonably satisfactory certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (ii)); (iii) a certificate as to the good standing or equivalent of the Initial Borrower (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the Initial Borrower’s jurisdiction of organization; (iv) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request and (B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request; and (v) a certificate signed by a Responsible Officer certifying that the condition specified in Section 4.03(a) (solely with respect to the representations and warranties to be made on the Effective Date) has been satisfied. (b) The Borrower shall have paid all reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent;) to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent and Lenders shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or at least three business days prior to the Effective Date, including, Date all documentation and other information about the Initial Borrower as has been reasonably requested in writing at least 10 days prior to the extent invoicedEffective Date by the Administrative Agent or Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, reimbursement including the USA PATRIOT Act. 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 payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by the Company hereunderor acceptable or satisfactory to a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)

Conditions to Effective Date. The obligations of No Lender and neither the Lenders Administrative Agent nor the Collateral Custodian shall be obligated to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective take, fulfill or perform any other action hereunder, until the date on which each of the following conditions are satisfied (have been satisfied, in the sole discretion of, or waived in accordance with Section 9.02):writing, by the Administrative Agent: (a) The This Agreement and the other Transaction Documents shall have been duly executed by, and delivered to, the parties hereto and thereto, and the Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companysuch other documents, each Agentinstruments, the Issuing Bank agreements and each Lender, and arrangements satisfactory to legal opinions as the Administrative Agent shall have been made for reasonably request in connection with the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretotransactions contemplated by this Agreement; (b) The Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a favorable written certification substantially in the form of Exhibit D; (d) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such entity is Solvent substantially in the form of Exhibit C; (e) The Borrower and Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control, Key Person Event or Collateral Manager Termination Event has occurred and is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Loan Parties, covering (addressed A) authority, (B) enforceability of this Agreement and the other Transaction Documents, (C) non-consolidation matters, (D) UCC, perfection and other closing matters and (E) certain tax matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (g) The Administrative Agent shall have received the executed legal opinion or opinions of Xxxxxx & Bird LLP, counsel to the Collateral Custodian and Document Custodian, covering (A) authority, (B) enforceability of this Agreement and the other Transaction Documents, and (C) other closing matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (h) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all reasonable and documented fees due and unpaid under the Fee Letter; (i) The Borrower and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter; (j) Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender; (k) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Issuing Bank board of directors, manager(s) or member(s) (or equivalent) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the Lenders other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of State or other appropriate authority, evidencing the Companygood standing of such Loan Party in the jurisdiction of its organization, which certificate shall be in a form reasonably and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party; (l) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Loan Parties and the results of such search shall be satisfactory to the Administrative Agent; (m) The Administrative Agent shall have received (i) all documentation and other information requested by the Administrative Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) Jxxxx Daya Beneficial Ownership Certification with respect to the Borrower, in a each case, in form and substance reasonably satisfactory to the Administrative Agent; (cn) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing results of the Companydue diligence procedures, as carried out by the authorization of the TransactionsAdministrative Agent, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance are satisfactory to the Administrative Agent;, in its reasonable discretion; and (do) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement Section 4.1 and Section 4.2 are true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true and correct in all material respects as of such date and (ii) no Default has occurred and is continuingdate); and (ep) The All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent and each Lender (and its Affiliates) shall have received all fees such other documents and other amounts due and payable on legal opinions in respect of any aspect or prior to consequence of the Effective Date, including, to the extent invoiced, reimbursement transactions contemplated hereby or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderthereby as it shall reasonably request.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the first date on which each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.02(the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received at least one an executed counterpart of this Agreement hereto from (i) the CompanyBorrower, (ii) each Agent, the Issuing Bank other Loan Party and (iii) each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;. (b) The Administrative Agent shall have received a favorable Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx LLP, Vice Presidentspecial U.S. counsel for the Loan Parties, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx DayXxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and certificates governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Company, the each Loan Party and authorization of the Transactionstransactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the incumbency secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the persons executing this Agreement officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on behalf of the Company, all in form Effective Date and substance satisfactory the other documents to be delivered hereunder on the Administrative Agent;Effective Date. (df) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Company, Borrower confirming as the accuracy of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such date results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) no Default to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has occurred and is continuing; andrequested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ei) The Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and each Lender (the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingincluding (i) upfront fees, payable to the extent invoicedAdministrative Agent for the account of each Lender, reimbursement or payment in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all out-of-pocket expenses required to be reimbursed or paid by attorney costs of the Company hereunderAdministrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Conditions to Effective Date. The obligations effectiveness of the Lenders terms and conditions hereunder is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart Agent’s receipt of this Agreement from the Companyfollowing, each Agentof which shall be originals or facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Issuing Bank signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders: (i) executed counterparts of additional executed counterpartsthis Agreement and the Guaranty, sufficient in number for distribution to the AgentsAdministrative Agent, each Lender and the Issuing BankBorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require 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; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iv) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Agreement and the Guaranty to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower as of the Effective Date certifying (A) that the conditions specified in Sections 4.03(a) through (c) have been satisfied or waived (which such waiver must be in writing), (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) that the Borrower has disclosed to the Administrative Agent and the Lenders all matters known to any Responsible Officer that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (vii) all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (viii) the CompanyRevolving Loan Facility being executed concurrently with the Effective Date and each Guarantee of the Revolving Loan Facility; and (ix) such other assurances, together with all Exhibits thereto;certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company Borrower contained in Article V or any other Loan Document (other than the representation and warranty set forth in Article III of this Agreement Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, except to the extent invoicedthat such representations and warranties specifically refer to an earlier date, reimbursement in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (c) No Default shall exist, or payment would result immediately following the occurrence of the Effective Date and the transactions contemplated hereunder. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all out-of-pocket expenses required reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such invoiced fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be reimbursed incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent in accordance with the terms of this Agreement). 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 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved or paid 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 Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 2 contracts

Samples: Fourth Amendment Agreement and Release of Guaranty (United States Cellular Corp), Credit Agreement (United States Cellular Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the first date on which each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.02(the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received at least one an executed counterpart of this Agreement hereto from (i) the CompanyBorrower, (ii) each Agent, the Issuing Bank other Loan Party and (iii) each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;. (b) The Administrative Agent shall have received a favorable Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx LLP, Vice Presidentspecial U.S. counsel for the Loan Parties, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx DayXxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Xxxxx, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and certificates governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Company, the each Loan Party and authorization of the Transactionstransactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the incumbency secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the persons executing this Agreement officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on behalf of the Company, all in form Effective Date and substance satisfactory the other documents to be delivered hereunder on the Administrative Agent;Effective Date. (df) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Company, Borrower confirming as the accuracy of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such date results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) no Default to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has occurred and is continuing; andrequested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ei) The Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and each Lender (the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingincluding (i) upfront fees, payable to the extent invoicedAdministrative Agent for the account of each Lender, reimbursement or payment in an amount equal to 0.10% of the amount of such Xxxxxx’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all out-of-pocket expenses required to be reimbursed or paid by attorney costs of the Company hereunderAdministrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, substantially in a the form reasonably satisfactory to the Administrative Agent of Exhibit E-1 and (iii) Jxxxx Day, substantially in a the form reasonably satisfactory to the Administrative Agentof Exhibit E-2; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations This Agreement shall become effective as of the Lenders to make Loans to the Company and Effective Date when all of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived set forth in accordance with this Section 9.02):7 have been satisfied. (a) The Administrative Agent shall have received at least one executed counterpart or more counterparts of this Agreement from Agreement, duly executed and delivered by the Company, each AgentBorrower, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders Guarantors and the Company, together with all Exhibits thereto;requisite Lenders. (b) The Administrative Agent shall have received a favorable written opinion (addressed to for its own account, or for the Administrative Agentaccount of each Lender, as the Issuing Bank and the Lenders and dated the Effective Date) of case may be (i) L.X. Xxxxxxxxall fees, Vice President, General Counsel costs and Secretary expenses due and payable pursuant to Section 3.05 of the CompanyCredit Agreement, in a form reasonably satisfactory to the Administrative Agent if any, and (ii) Jxxxx Day, in a form reasonably satisfactory if then invoiced at least one (1) Business Day prior to the Administrative Agent;Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) The Administrative Agent All fees and expenses due and owing to the Financial Advisor, Xxxx Xxxxx and Xxxxxx invoiced at least one (1) Business Day prior to the Effective Date shall have received documents and certificates relating to been paid or reimbursed by the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent;Borrower. (d) The representations and warranties in Section 9 below are true and correct in all material respects. (e) The Administrative Agent shall have received a certificatecertificate dated as of the date hereof, dated the Effective Date and signed duly executed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower, confirming certifying as of to the Effective Date, that matters described in item (id) above and such other matters as the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent shall reasonably request. (ef) [Reserved]. (g) [Reserved]. (h) The Administrative Agent and each Lender (and its Affiliates) the Financial Advisor shall have received all fees a report dated as of April 30, 2015, in the form of Annex I hereto of the Borrower’s and its Subsidiaries’ accounts payable and payments. (i) The Administrative Agent and the Financial Advisor shall have received a cash flow forecast of the Borrower and its Subsidiaries for the period of thirteen weeks, commencing May 14, 2015, in form satisfactory to the Administrative Agent and the Financial Advisor. (j) All legal matters and other amounts due diligence in connection with this Agreement and payable on or prior the other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Effective DateAdministrative Agent, includingXxxx Xxxxx and the Financial Advisor, and there shall have been furnished to the extent invoicedAdministrative Agent, reimbursement or payment of all out-of-pocket expenses required Xxxx Xxxxx, and the Financial Advisor at the Borrower’s expense, such agreements and other documents, information and records with respect to be reimbursed or paid by the Company hereunderLoan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent, Xxxx Xxxxx and the Financial Advisor in their sole discretion, as the Administrative Agent, Xxxx Xxxxx and the Financial Advisor may reasonably have requested for that purpose.

Appears in 1 contract

Samples: Forbearance Agreement and Third Amendment to Credit Agreement (Sabine Oil & Gas Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until on the first date on which each all of the following conditions are precedent have been satisfied (or waived in accordance with Section 9.02):10.01) on or prior to the Commitment Termination Date: (a) The the Administrative Agent shall have received at least one the following: (i) (x) an executed counterpart copy of this Agreement from the Companyand (y) Notes for those Lenders, each Agentif any, the Issuing Bank and each Lender, and arrangements satisfactory that have requested Notes at least two Business Days prior to the Administrative Agent shall have been made for Effective Date; (ii) (x) a copy of the delivery Certificate of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and Incorporation of the Company, together with all Exhibits theretoamendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company and (y) a certificate of good standing with respect to the Company, certified on or within ten Business Days prior to the Effective Date by the Secretary of State of Delaware; (biii) The Administrative Agent shall have received a favorable written opinion (addressed to copies, certified by any Authorized Officer or the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to of its By-Laws and its Board of Directors’ Resolutions, authorizing the Administrative Agent execution, delivery and (ii) Jxxxx Day, in a form reasonably satisfactory to performance of the Administrative Agent;Loan Documents; and (civ) The Administrative Agent shall have received documents and certificates relating to an incumbency certificate, executed by any Authorized Officer or the organization, existence and good standing Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the authorization signature of the Transactions, the incumbency officers of the persons executing Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on behalf which the Lenders shall be entitled to rely until informed of any change in writing by the Company); and (b) all costs, all fees, expenses (including, without limitation, legal fees and expenses) and the fees contemplated by the Fee Letter, in form and substance satisfactory each case, to the Administrative Agent; (d) The extent invoiced by the Administrative Agent shall have received a certificate, dated to the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of Company at least two Business Days prior to the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable been paid, on or prior to the Effective Date, includingin each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required by the Loan Documents to be reimbursed paid on or paid by prior to the Company hereunderEffective 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 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of the following conditions are satisfied (or waived in accordance with Section 9.02):shall have occurred: (a) The Administrative Agent shall have received at least one counterparts of (i) this Agreement, executed counterpart and delivered by a duly authorized officer of this Agreement from each Person constituting the Company, each Agent, the Issuing Bank Borrower and each Lender, and arrangements satisfactory (ii) each Security Document and other Loan Document executed by each Person party thereto. Each Lender shall have received a Revolving Credit Note and Term Note conforming to the Administrative Agent shall have been made for requirements hereof and executed by a duly authorized officer of each Person constituting the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;Borrower. (b) The Administrative Agent shall have received a favorable written opinion certificate of the Secretary or an Assistant Secretary of each Person constituting the Borrower and Scott dated as of thx Xxfective Date and certifying (addressed 1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of such Person authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded, (2) as to the Administrative Agent, the Issuing Bank incumbency and the Lenders and dated the Effective Date) specimen signature of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons each officer executing this Agreement any Loan Documents on behalf of such Person constituting the Company, all Borrower and (3) that attached thereto are true and complete copies of the organizational documents of such Person (which in the case of ER Hong Kong and ER BVI shall have been amended to incorporate changes therein requested by the Agent); and such certificate and the resolutions attached thereto shall be in form and substance satisfactory to the Administrative Agent;. (c) The Agent shall have received the executed legal opinion of Lowenstein, Sandler X.X., XX, coxxxxx xo the Persons constituting the Borrower, together with the opinions of Baker & McKenzie, Hxxx Xong xxxxxxl, to ER Hong Kong, and Conyers, Dill & Peaxxxx, Brixxxx Vixxxx Xxland's counsel to ER BVI, substantially in the form of Exhibit J. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and the Lenders reasonably may require. (d) The Administrative Borrower shall have paid to the Agent, for distribution to the Lenders, a non-refundable facility fee of $400,000. (e) The Agent shall have received (i) a payoff letter from Congress Financial with respect to the Congress Financial Credit Facility which letter shall state that the Congress Financial Credit Facility and the commitment of Congress Financial to Lender under will terminate upon payment of the amounts set forth therein and (ii) UCC-3 Termination Statements or other documents necessary to terminate all Liens securing the repayment of the Congress Financial Credit Facility. (f) The Borrower shall have paid all fees of counsel to the Agent submitted on the date hereof as previously agreed to. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (g) The Trustee for the holders of the Convertible Debentures shall have confirmed to the Agent the outstanding principal amount of the Convertible Debentures. (h) The Agent shall have received a certificateWaiver and Consent from Gilbert West, dated Inc. wxxx xxxxxxx to the Effective Date California warehouse used by ERC US and signed by a letter from SSG with respect to the Presidentwarehousing arrangements between it and ERC US, a Vice President or a Financial Officer of in each case in form and substance satisfactory to the Company, confirming as of the Effective Date, that Agent. (i) The Lender shall have received such other materials, documents and papers regarding the representations Borrower or the Loans as the Lender may reasonably require. (j) The Agent shall have received (i) all UCC Financing Statements or other public filing documents required to perfect any security interests and warranties other evidence of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date Liens granted pursuant to the Security Documents and (ii) no Default has occurred original stock certificates evidencing all Capital Stock pledged pursuant to the Stock Pledge Agreement together with original stock powers (or equivalent forms) executed in blank in form and is continuing; andsubstance satisfactory to the Agent. (ek) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees the executed ER Hong Kong Bought and Sold Notes and ER Hong Kong Director Resignations. (l) ERC US shall have delivered to the Agent the most recent draft of ERC US' financial statements for the fiscal year ended March 31, 2002 and such statements shall be acceptable to the Agent. (m) All corporate and other amounts due proceedings, and payable on or prior all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Effective DateLenders, including, to and the extent invoiced, reimbursement Agent and the Lenders shall have received such other documents and legal opinions in respect of any aspect or payment consequence of all out-of-pocket expenses required to be reimbursed the transactions contemplated hereby or paid by the Company hereunderthereby as they may reasonably request.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Emerson Radio Corp)

Conditions to Effective Date. The obligations of the Lenders to make Revolving Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the each Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing BankBanks, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxJ. Xxxxxxx Xxxxxxx, Vice PresidentXX, General Counsel and Secretary of general counsel to the Company, substantially in a the form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agentof Exhibit C; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company and any other legal matters relating to the Company, this Agreement or the Transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance as of the Effective Date, that (i) Date with the representations and warranties of the Company conditions set forth in Article III of this Agreement are true and correct in all material respects on and as of such date paragraphs (a) and (iib) no Default has occurred and is continuing; andof Section 4.02; (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.; (f) The Commitments under the Existing Credit Agreement shall have been terminated, all principal, interest, fees and other amounts outstanding, accrued or otherwise owing thereunder shall have been paid and all letters of credit outstanding thereunder shall have expired or been terminated or shall be Existing Letters of Credit;

Appears in 1 contract

Samples: Five Year Credit Agreement (Amerada Hess Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent shall have received at least one be a condition precedent to the RPS Acquisition Term Loan Commitments of each RPS Acquisition Term Loan Lender) unless otherwise specified, each properly executed counterpart by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the RPS Acquisition Term Loan Lenders: (i) executed counterparts of this Agreement from by each Loan Party, the Company, each Administrative Agent, the Issuing Bank Required Lenders (as defined in the Existing Credit Agreement) and the RPS Acquisition Term Loan Lenders; (ii) Notes executed by the Company in favor of each RPS Acquisition Term Loan Lender requesting Notes; (iii) favorable opinions of (x) Hogan Lovells LLP and (y) in-house counsel to the Company and the Subsidiary Guarantors (each in form and substance satisfactory to the Company and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Company and the Subsidiary Guarantors and the Loan Documents; (iv) (x) a certificate of a Responsible Officer of the Company and each Subsidiary Guarantor attaching (A) each Organization Document of such Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of such Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Company, the borrowing of the RPS Acquisition Term Loans hereunder), and the RPS Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of such Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for the Company and each Subsidiary Guarantor from its jurisdiction of its incorporation; and (v) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arrangers shall have received all fees required to be paid under this Agreement and the RPS Fee Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (bmade) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingand all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received at least 5 Business Days prior to the Effective Date to the extent invoicedrequested at least 10 Business Days prior to the Effective Date (i) all documentation and other information requested by the Administrative Agent or such Lender, reimbursement as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) with respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. 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, Section 4.02, Section 4.03 or payment of all out-of-pocket expenses required Section 4.04 each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Administrative Agent confirms that the Effective Date has occurred on the date of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tetra Tech Inc)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; 44 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxxxxx X. Xxxxxxx, Senior Vice President, ,the General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until the date on which each unless all of the following conditions are precedent have been satisfied (or waived in accordance with Section 9.02):10.01) on or prior to the applicable Commitment Termination Date: (a) The Administrative Agent shall have received at least one executed counterpart Agent’s receipt of this Agreement from the Companyfollowing, each Agentof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Issuing Bank Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders: (i) (x) executed counterparts of additional executed counterpartsthis Agreement signed on behalf of each party hereto, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders each Lender and the CompanyBorrower or (y) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement; (ii) certified copies of resolutions or other action, together incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with all Exhibits theretothis Agreement and the other Loan Documents; (iii) certified copies of the Borrower’s Organization Documents and certificates of good standing in the Borrower’s jurisdiction of incorporation; and (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative AgentArrangers, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable invoiced expenses required to be paid on or prior to the Effective Date, includingDate pursuant this Agreement and the other Loan Documents, to the extent invoicedinvoiced at least two Business Days prior to the Effective Date. Promptly upon the occurrence thereof, reimbursement or payment of all out-of-pocket expenses required to the Administrative Agent shall notify the Borrower and the Lenders that the Effective Date has occurred, and such notice shall be reimbursed or paid by the Company hereunderconclusive and binding.

Appears in 1 contract

Samples: Term Loan Agreement (St Jude Medical Inc)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders Issuers to make Loans issue Letters of Credit hereunder shall be subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction or waiver of the following conditions are satisfied precedent (or waived in accordance with Section 9.02such initial date of satisfaction of such obligations being, the “Effective Date”): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery dated as of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective DateDate (unless otherwise specified) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form and substance reasonably satisfactory to the Administrative Agent and the Issuers, in each case without reference to the Administrative Agent’s determination thereof: (i) executed counterparts of (i) this Agreement from the Applicant, each Issuer party hereto on the Effective Date, the Administrative Agent and the Collateral Agent, and (ii) Jxxxx Daythe Pledge Agreement from the Applicant, the Collateral Agent, the Trust and the Securities Intermediary; (ii) (x) a certificate of the Secretary, Assistant Secretary or another responsible officer of the Applicant, dated the Effective Date, attaching a true and complete copy of the consent of the Finance and Risk Management Committee of the Board of Directors of the Applicant, which shall, inter alia, (A) approve this Agreement and the transactions contemplated hereby and (B) authorize each applicable officer of the Applicant (or each other responsible Person) (each, an “Authorized Officer”) during the Issuance Period to take all such actions to arrange for, execute and deliver any Requests or Amendment Requests with respect to Letters of Credit in an aggregate amount of up to the Facility Amount, supplemental agreements, instruments, amendments, extensions or other modification in the name and on behalf of the Applicant, which such Authorized Officer determines in his/her sole judgment to be necessary, proper or advisable in connection with or in order to perform the Applicant’s obligations under any Facility Document or in connection with this Agreement, with the performance of any such act by any Authorized Officer during the Issuance Period to be conclusive evidence that the same has been authorized and approved by the Applicant and the Board of Directors of the Applicant in every respect, and (y) a certificate of Secretary, Assistant Secretary or another responsible officer of the Applicant, dated as of the Effective Date, attaching a true and complete copy of the Amended and Restated Declaration of Trust (the “Declaration of Trust”), dated as of August 29, 2023, among the Applicant, as depositor (the “Depositor”) and in its individual capacity, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware trustee, which shall, inter alia, (A) approve the transactions contemplated by this Agreement and (B) authorize the Trustee or the Depositor, as applicable, to take all such actions, to arrange for, execute and deliver any supplemental agreements, instruments, amendments, extensions or other modification in the name and on behalf of the Trust, including in connection with this Agreement, with the performance of any such act by the Trustee or the Depositor, on behalf of the Trust, during the Issuance Period to be conclusive evidence that the same has been authorized and approved by the Trust in every respect; (iii) true, complete and accurate copies of the constituent documents of the Applicant and the Trust and an incumbency certificate with respect to the Authorized Officers of the Applicant, in each case, certified by an Authorized Officer of the Applicant, as in effect on the Effective Date; (iv) a certificate as to the good standing of each of the Applicant and the Trust, in each case, as of a recent date from the Secretary of State of the state of its organization; (v) to the extent requested by the Administrative Agent or any potential Issuer at least five (5) Business Days prior to the Effective Date, documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act and, to the extent the Applicant qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Applicant, in each case, at least two (2) Business Days prior to the Effective Date; (vi) (x) a favorable written opinion of counsel to the Applicant, in form and substance reasonably satisfactory to the Administrative Agent; (c) The , relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent shall have received documents may reasonably request and certificates relating which are customary for transactions of the type contemplated herein, (y) a favorable written opinion of counsel to the organizationTrust, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein, and (z) a favorable written opinion of counsel to the Trustee, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein; (dvii) The Administrative Agent shall have received a certificatecertificate of a responsible officer of the Applicant, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that confirming compliance with the condition set forth in Section 11(d) below; and (viii) an executed counterpart of the Pledge Agreement from each of the Applicant, the Trust, the Securities Intermediary and the Collateral Agent; (i) the Applicant shall have established the NRG Collateral Accounts and (ii) the Trust shall have established the Trust Collateral Account and shall have (or shall have caused) Eligible UST Assets acquired with the proceeds the P-Caps to have been credited to the Trust Collateral Account, the aggregate face amount of which shall be at least equal to the Minimum Collateral Base as of the Effective Date (after giving effect to the issuance of any Letters of Credit on the Effective Date); (c) all costs, fees, expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) and other compensation, due and payable to the Agents and/or the Issuers shall have been paid to the extent due and invoiced at least one (1) Business Day prior to the Effective Date; (d) the representations and warranties of the Company set forth Applicant contained in Article III of this Agreement are each Facility Document to which it is a party shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (iior if applicable, in all respects) no Default has occurred and is continuingas of such earlier date); and (e) The Administrative Agent that certain Xxxxxxx and each Lender Restated Letter of Credit Facility Agreement, dated as of December 11, 2020 (as amended, restated, amended and its Affiliates) shall have received all fees and other amounts due and payable on restated, supplemented or otherwise modified from time to time prior to the Effective Date), includingby and among the Applicant, to the extent invoicedfinancial institutions party thereto and the Administrative Agent and the Collateral Agent, reimbursement or payment the obligations thereunder and security interest in favor of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderfinancial institutions a party thereto, in each case, shall have been repaid in full, terminated and released.

Appears in 1 contract

Samples: Letter of Credit Facility Agreement (NRG Energy, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):): 40 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxxxxx X. Xxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations obligation of the Lenders Banks to make Loans to the Company any Loan hereunder and of the Issuing Bank to issue the any Letter of Credit for Issuer to issue or amend any Letter of Credit is subject to the account satisfaction of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):addition to, and without limitation of, the applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have received at least one executed counterpart satisfaction of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient conditions set forth in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoSection 3.1; (b) The Administrative Agent shall have received documentation, in form and substance reasonably acceptable to the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Borrower and each other Credit Party shall have provided to the Administrative Agent and each requesting Bank (in each case, at least 2 Business Days prior to the Effective Date, to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information requested by the Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and any applicable “know your customer” rules and regulations and (ii) to the extent the Borrower qualifies as a favorable written opinion “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (addressed d) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Issuing Bank Arrangers and the Lenders Banks the fees set forth or referenced in Section 2.7 and dated any other accrued and unpaid fees or commissions with respect to the Effective Datecredit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, charges and disbursements of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, but limited to the reasonable fees, charges and (ii) Jxxxx Day, in a form reasonably satisfactory disbursements of one external counsel to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organizationand, existence and good standing of the Companyif necessary, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all one local counsel in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuingeach relevant jurisdiction); and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable On or after the Closing Date but on or prior to the Effective Date (including any such incurrence, establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) Term Loan Commitments, (as defined in this Agreement immediately as of the Effective Date), (ii) Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative Agent shall notify the Borrower and the Banks of the Effective Date, includingand such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to the extent invoicedSection 10.5) at or prior to 11:59 p.m., reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderNew York City time, on September 5, 2023.

Appears in 1 contract

Samples: Credit Agreement (Bread Financial Holdings, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxxxxx X. Xxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations This Agreement shall become effective as of the Lenders to make Loans to the Company and Effective Date when all of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived set forth in accordance with this Section 9.02):7 have been satisfied. (a) The Administrative Agent shall have received at least one executed counterpart or more counterparts of this Agreement from Agreement, duly executed and delivered by the Company, each AgentBorrower, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders Guarantors and the Company, together with all Exhibits thereto;requisite Lenders. (b) The Administrative Agent shall have received a favorable written opinion (addressed to for its own account, or for the Administrative Agentaccount of each Lender, as the Issuing Bank and the Lenders and dated the Effective Date) of case may be (i) L.X. Xxxxxxxxall fees, Vice President, General Counsel costs and Secretary expenses due and payable pursuant to Section 3.05 of the CompanyCredit Agreement, in a form reasonably satisfactory to the Administrative Agent if any, and (ii) Jxxxx Day, in a form reasonably satisfactory if then invoiced at least one (1) Business Day prior to the Administrative Agent;Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) The Administrative Agent All fees and expenses due and owing to FTI Consulting, Xxxx Xxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxxxx LLP invoiced at least one (1) Business Day prior to the Effective Date shall have received documents and certificates relating to been paid or reimbursed by the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent;Borrower. (d) The representations and warranties in Section 9 below are true and correct in all material respects. (e) The Administrative Agent shall have received a certificatecertificate dated as of the date hereof, dated the Effective Date and signed duly executed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower, confirming certifying as to the matters described in item (d) above and such other matters as the Administrative Agent shall reasonably request. (f) The Borrower shall have provided the Administrative Agent under the Second Lien Term Loan Agreement (as such term is defined in the Intercreditor Agreement) written notice of the Effective DateMortgages and/or supplements to the Mortgages, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andapplicable, to be entered into pursuant to Section 8 hereof. (eg) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees the duly executed Intercompany Note. (h) The Administrative Agent shall have received a report dated as of April 24, 2015 in the form of Annex I hereto of the Borrower’s and its Subsidiaries’ accounts payable and payments. (i) The Administrative Agent shall have received a cash flow forecast of the Borrower and its Subsidiaries for the period of thirteen weeks, commencing April 27, 2015, in form satisfactory to the Administrative Agent and its counsel’s financial advisor. (j) All legal matters and other amounts due diligence in connection with this Agreement and payable on or prior the other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Effective DateAdministrative Agent, including, and there shall have been furnished to the extent invoicedAdministrative Agent, reimbursement or payment of all out-of-pocket expenses required at the Borrower’s expense, such agreements and other documents, information and records with respect to be reimbursed or paid by the Company hereunderLoan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent in its sole discretion, as the Administrative Agent may reasonably have requested for that purpose.

Appears in 1 contract

Samples: Forbearance Agreement and First Amendment to Second Amended and Restated Credit Agreement (Sabine Oil & Gas Corp)

Conditions to Effective Date. The obligations Commitments of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company each Lender hereunder shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Issuing Bank Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for the delivery Agent: (i) executed counterparts of additional executed counterparts, sufficient in number for distribution to the Agentsthis Agreement, the Issuing BankFee and Syndication Letter, the Lenders Security Agreement, the Pledge Agreement, and the Company, together with all Exhibits theretoSubsidiary Guaranty; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a draft Offer Press Release or Scheme Press Release (as applicable) in form and substance reasonably satisfactory to the Administrative Agent; (civ) The Administrative Agent shall have received documents favorable opinions of (x) Xxxxx Xxxxxxx LLP and certificates relating (y) in-house counsel to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (dv) The Administrative Agent shall have received (x) a certificatecertificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, dated to the Effective Date and signed extent applicable, as of a recent date by the President, a Vice President or a Financial Officer Secretary of State of the Companyjurisdiction of its incorporation, confirming as of the Effective Date, that (iB) the representations resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and warranties of the Company set forth in Article III performance of this Agreement are true and correct the other Loan Documents (including in all material respects on respect of the Borrower, the borrowing of the Loans hereunder), and as of such date the Transactions and (iiC) no Default has occurred an incumbency certificate certifying the names and is continuingtrue signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (evi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and each Lender (and its Affiliates) the Arranger shall have received all fees required to be paid under this Agreement and other amounts due the Fee and payable Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, including, and all expenses (or arrangements with respect to the extent invoicedpayment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), reimbursement or payment of at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received at least five (5) Business Days prior to the Effective Date (i) all out-of-pocket expenses required to be reimbursed or paid documentation and other information requested by the Company hereunderAdministrative Agent or such Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent and the Lenders irrevocably confirm that the Effective Date has occurred on the date of this Agreement.

Appears in 1 contract

Samples: Bridge Credit Agreement

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxKxxxxxxx & Exxxx LLP, Vice Presidentcounsel for the Loan Parties, General Counsel addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (c) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;. (da) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as of compliance with the Effective Date, that (i) the representations and warranties of the Company conditions set forth in Article III paragraph (d) of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderSection.

Appears in 1 contract

Samples: Restructuring Support Agreement (Ascena Retail Group, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Agreement shall not become be effective until a date (the date "Effective Date") on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent (or the Administrative Agent for the Lenders, for each Lender and Agent and their counsel) shall have received a favorable written opinion (addressed sufficient originally executed copies, where appropriate, each of the following, in scope, form and substance satisfactory to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of Lenders: (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary executed originals of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Transaction Documents in form and substance satisfactory to the Administrative Agent; (dii) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer payment of the Company, confirming as of Initial Structuring Fee and all other fees (other than the Effective Date, that (iOptional Advance Fee) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective DateArranger, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required other fees to be reimbursed or paid to the Lenders and payment of all expenses for which invoices have been presented to the Borrower; (iii) certified copies of all necessary action taken by the Company hereunderBorrower to authorize the execution, delivery and performance by it, in accordance with their respective terms, of the Transaction Documents and any other documents required or contemplated hereunder and thereunder to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) certified copies of all government filings and third party approvals, if any, necessary to be obtained by the Borrower in order to authorize the Borrowings and to authorize the execution, delivery and performance by the Borrower, in accordance with their respective terms, of the Transaction Documents and any other documents to which the Borrower is a party required or contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (v) certified copies of the certificate of incorporation and by-laws of the Borrower, satisfactory in form and substance to the Lenders together with a good standing certificate from the Secretary of State of the State of Delaware and, except where the failure to qualify is not reasonably likely to have a Material Adverse Effect, each other state in which it is qualified as a foreign corporation to do business, each dated as of a recent date; (vi) a certificate of incumbency with respect to the signature of each Person authorized by the Borrower to sign the Transaction Documents or any other document required or contemplated hereunder or thereunder; (vii) the favorable written opinions of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, counsel for the Borrower, or Robexx Xxxxxxxxx, Xxq., each in form and substance reasonably satisfactory to the

Appears in 1 contract

Samples: Loan Agreement (Nextcard Inc)

Conditions to Effective Date. The obligations Agreement and the Commitments shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied: (a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;such party. (b) The Administrative Company shall have paid all accrued fees due and payable under the Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least five (5) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) On the Effective Date, the following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (unless qualified by materiality, in which case are correct in all respects), and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date, Notes to the extent requested by any Lender pursuant to Section 2.16 at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) The Agent shall have received a favorable written opinion (addressed to the Administrative Agentof Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form as to such other matters as any Lender through the Agent may reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderrequest.

Appears in 1 contract

Samples: Term Loan Credit Agreement (International Flavors & Fragrances Inc)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of satisfaction or waiver of the following conditions are satisfied (or waived in accordance with Section 9.02the “Effective Date”): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the CompanyLoan Parties, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and Lenders constituting the Required Lenders and dated duly executed counterparts (in such number as may be reasonably requested by the Effective DateAdministrative Agent) of this Agreement. (ib) L.X. Xxxxxxxx, Vice President, General Counsel All reasonable out-of-pocket costs and Secretary of expenses (including but not limited to the Company, in a form reasonably satisfactory reasonable fees and disbursements incurred by counsel to the Administrative Agent ) required to be paid to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders on or before the Effective Date shall have been paid. (c) The Administrative Agent On and as of the Effective Date, after giving effect to this Agreement, (i) no Borrowing Base Deficiency, Default or Event of Default shall have received documents occurred and certificates relating to be continuing and (ii) the organization, existence representations and good standing warranties contained in Section 7 of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form shall be true and substance satisfactory to the Administrative Agent;correct. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer an accounts payable aging schedule of the Company, confirming as of Borrower and its Subsidiaries in form and substance satisfactory to the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent. (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees from the Loan Parties Mortgages such that, upon recording such Mortgages in the appropriate filing offices, the Administrative Agent shall be reasonably satisfied that it shall have a first priority Lien on at least ninety percent (90%) of the PV-9 of the Borrowing Base Properties. (f) The Administrative Agent shall have received title information as the Administrative Agent may reasonably require, reasonably satisfactory to the Administrative Agent, setting forth the status of title to at least ninety percent (90%) of the PV-9 of the Borrowing Base Properties. The Administrative Agent shall notify the Borrower and other amounts due and payable on or prior to the Lenders of the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to and such notice shall be reimbursed or paid by the Company hereunderconclusive and binding.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Battalion Oil Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming Company stating that as of the Effective Date, Date no Default exists and that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (iie) no Default an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the L/C Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion of the Company’s counsel, Jones Day, addressed to the Administrative Agent, each L/C Issuer and the Lenders party hereto on the date hereof, in the form of Exhibit D; (g) a Note for each Lender that has occurred requested a Note at least two Business Days prior to the date hereof; (h) satisfactory evidence that those fees due to the Administrative Agent and is continuingthe Lenders on the date the Company executes this Agreement and invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date have been paid in full or shall be paid substantially concurrently with closing; and (ei) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoicedreasonably requested by the Administrative Agent of the Company in writing at least 10 Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, reimbursement for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and L/C Issuer shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid by other matter required thereunder unless the Company hereunderAdministrative Agent shall have received notice from such Lender or L/C Issuer prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Conagra Brands Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which that each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.029.07): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to receipt by the Administrative Agent shall have been made for the delivery of additional (x) this Agreement, executed counterpartsby a duly authorized officer of each Borrower and each other party hereto and (y) Notes in favor of each Bank requesting a Note, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoexecuted by a duly authorized officer of each Borrower; (b) The receipt by the Administrative Agent shall have received of a favorable written opinion (addressed to the Administrative Agentcertificate of an authorized officer of each Borrower, the Issuing Bank and the Lenders and dated as of the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of such Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents to which such Borrower is a party; (v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; (c) The receipt by the Administrative Agent shall have received documents and certificates relating of favorable opinions of (i) Xxxxxxx LLP, special counsel to the organizationBorrowers, existence and good standing (ii) with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Company, Borrowers that is licensed to practice law in the authorization State of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative AgentAlabama; (d) The receipt by the Administrative Agent shall have received of a certificate, signed by an authorized officer of each Borrower, dated the Effective Date and signed by in form and substance reasonably satisfactory to the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying that (i) the all representations and warranties of the Company set forth such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects on respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date and date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing; and, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2021, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) The Administrative Agent and each Lender (and its Affiliates) the Borrowers shall have received all paid (i) to Xxxxx Fargo Securities, U.S. Bank and JPMCB, the fees and other required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date, in the amounts due and payable on the Effective Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Xxxxx Fargo Fee Letter, and (iii) all other fees of the Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under any other Transaction Document to be paid on or prior to the Effective Date, Date (including, to the extent invoicedinvoiced prior to the Effective Date, reimbursement reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Agreement and the other Transaction Documents; (f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09; (g) receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested at least ten Business Days prior to the Effective Date; (i) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of all out-of-pocket expenses required the proceeds of any Loans to be reimbursed or paid made hereunder; (j) receipt by the Company hereunderAdministrative Agent of evidence reasonably satisfactory to the Administrative Agent that all accrued and unpaid interest and fees under the Existing Loan Agreement as of the Effective Date have been paid in full; and (k) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank 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 hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Loan Agreement (Spire Missouri Inc)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Vice President, General Counsel and Secretary of the CompanyP.C., in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (g) The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Credit Agreement (Trimble Inc.)

Conditions to Effective Date. The obligations of No Lender and neither the Lenders Administrative Agent nor the Collateral Custodian shall be obligated to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective take, fulfill or perform any other action hereunder, until the date on which each of the following conditions are satisfied (have been satisfied, in the sole discretion of, or waived in accordance with Section 9.02):writing, by the Administrative Agent: (a) The This Agreement and the other Transaction Documents shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companysuch other documents, each Agentinstruments, the Issuing Bank agreements and each Lender, and arrangements satisfactory to legal opinions as the Administrative Agent shall have been made for reasonably request in connection with the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretotransactions contemplated by this Agreement; (b) The Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a favorable written certification in the form of Exhibit D, and such certification shall, with respect to the Borrower, include a representation that the Borrower has neither incurred nor suffered to exist any Indebtedness as of the Effective Date (for the avoidance of doubt, other than Indebtedness incurred hereunder and under the Onshore Loan Agreement and the Offshore Loan Agreement); [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (d) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C; (e) The Borrower and Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Termination Event has occurred and is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of (addressed i) Milbank LLP, counsel to the Loan Parties, covering (A) authority of the Borrower, (B) enforceability of this Agreement and the other Transaction Documents, (C) true sale and non-consolidation matters, and (D) UCC, perfection and other closing matters, and (ii) Eversheds Xxxxxxxxxx (US) LLP, counsel to Willow Tree Corporation, covering authority of the Willow Tree Corporation to enter into the Transaction Documents, in each case, (x) in form and substance acceptable to the Administrative Agent in its reasonable discretion and (y) delivered in escrow pending release by Milbank LLP or Eversheds Xxxxxxxxxx (US) LLP, as applicable, pursuant to Section 5.1(y)(i); (g) [Reserved]; (h) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Fee Letter, it being agreed that, notwithstanding any provision herein to the contrary, all fees required to be paid on the Effective Date pursuant to the Fee Letter may be paid by the Borrower from funds on deposit in the General Collection Account; (i) The Borrower, the Collateral Manager, the Securities Intermediary and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter as of the date of its execution, it being agreed that, notwithstanding any provision herein to the contrary, all fees required to be paid on the Effective Date pursuant to the Collateral Custodian Fee Letter may be paid by the Borrower from funds on deposit in the General Collection Account; (j) Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender; (k) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Issuing Bank board of directors, manager(s) or member(s) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the Lenders other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Effective Date) of (i) L.X. Xxxxxxxx[Willow Tree BDC] Amended and Restated Loan, Vice President, General Counsel Security and Collateral Management Agreement #506694681 Secretary of State or other appropriate authority, evidencing the Companygood standing of such Loan Party (A) in the jurisdiction of its organization and (B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this clause (B), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect, which certificate shall be in a form reasonably and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party; (l) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Loan Parties and the results of such search shall be satisfactory to the Administrative Agent; (m) The Administrative Agent shall have received (i) all documentation and other information requested by the Administrative Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) Jxxxx Daya Beneficial Ownership Certification with respect to the Borrower, in a each case, in form and substance reasonably satisfactory to the Administrative Agent; (cn) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing results of the Companydue diligence procedures, as carried out by the authorization of the TransactionsAdministrative Agent, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance are satisfactory to the Administrative Agent;, in its reasonable discretion; and (do) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement Section 4.1 and Section 4.2 are true and correct in all material respects on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true, correct, and complete as of such date and (ii) no Default has occurred and is continuingdate); and (ep) The All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent and each Lender (and its Affiliates) shall have received all fees such other documents and other amounts due and payable on legal opinions in respect of any aspect or prior to consequence of the Effective Date, including, to the extent invoiced, reimbursement transactions contemplated hereby or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderthereby as it shall reasonably request.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which, subject to Section 10.06, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of additional an actual executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 10.06, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of an actual executed signature page) that such Person has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxx Day, Vice Presidentand, General Counsel and Secretary of to the Companyextent not covered by the foregoing, in a form counsel reasonably satisfactory acceptable to the Administrative Agent and (ii) Jxxxx Dayin each other jurisdiction where any Loan Party is organized, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and and, if applicable, good standing of the CompanyLoan Parties, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of any Loan Party and any other legal matters relating to the CompanyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Senior Officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company each Loan Party set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) the Lenders shall have received received, at least two Business Days prior to the Effective Date, all documentation and other information regarding each Loan Party required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent reasonably requested at least 10 Business Days prior to the Effective Date. (g) All costs, expenses (including reasonable and documented legal fees and other amounts due expenses) and fees contemplated by the Loan Documents (or separately agreed in writing by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, includingin each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed paid on or paid by prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. The Administrative Agent shall notify the Company hereunderand the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Term Credit Agreement (Westinghouse Air Brake Technologies Corp)

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date shall be subject to the Company satisfaction, on and as of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each Effective Date, of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Borrower, the Subsidiary Guarantor, the Administrative Agent and the Required Lenders shall have received at least one executed counterpart and delivered this Amendment. (b) After giving effect to the waivers in Section 3, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement and the representations and warranties of the Borrower in Section 7 of the Credit Agreement and in Section 8 hereof shall be true and correct on and as of the Effective Date and Borrower's execution and delivery of this Agreement from Amendment shall be deemed to constitute an affirmative certification as to the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory matters specified in this clause (b). (c) The Borrower shall have delivered to the Administrative Agent a copy, duly certified by the secretary or assistant secretary of the Borrower, of (i) resolutions of the Borrower's Board of Directors authorizing or ratifying the execution and delivery of this Amendment and authorizing the borrowings under the Agreement, as amended hereby, (ii) all documents evidencing other necessary corporate action, and (iii) all approvals or consents, if any, with respect to this Amendment. (d) The Borrower shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution delivered to the Agents, Administrative Agent a certificate of the Issuing Bank, secretary or an assistant secretary of the Lenders Borrower certifying the names of the Borrower's officers authorized to sign this Amendment and the Companyall other documents or certificates to be delivered hereunder, together with all Exhibits thereto;the true signatures of such officers. (be) The Administrative Agent Borrower shall have received a favorable written opinion (addressed delivered to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary on behalf of the CompanyLenders, in a form reasonably satisfactory to such other documents as the Administrative Agent and may reasonably request. (iif) Jxxxx Day, in a form reasonably satisfactory The Borrower shall have delivered to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the CompanyLenders, all a legal opinion from counsel to Borrower in form and substance satisfactory to the Administrative Agent;. (dg) The Borrower shall have paid to the Administrative Agent an amendment fee in an amount equal to Fifty Thousand Dollars ($50,000), which amendment fee shall have received a certificate, dated the Effective Date be fully earned and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all outnon-of-pocket expenses required to be reimbursed or paid by the Company hereunderrefundable when paid.

Appears in 1 contract

Samples: Credit Agreement (First Horizon Pharmaceutical Corp)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of the following conditions are satisfied (or waived in accordance with Section 9.02):shall have occurred: (a) The Administrative Agent shall have received at least one counterparts of (i) this Agreement, executed counterpart and delivered by a duly authorized officer of this Agreement from each Person constituting the Company, each Agent, the Issuing Bank Borrower and each Lender, and arrangements satisfactory (ii) each Security Document and other Loan Document executed by each Person party thereto. Each Lender shall have received a Revolving Credit Note and Term Note, and PNC shall have received a Swing Loan Note, in each case, conforming to the Administrative Agent shall have been made for requirements hereof and executed by a duly authorized officer of each Person constituting the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;Borrower. (b) The Administrative Agent shall have received an officer's certificate of a duly authorized officer of each Person constituting the Borrower and Scott dated as of the Effective Date and certifying that the Secrexxxx's Certificates delivered to the Agent by each Person constituting a Borrower (except for ER Macao) and Scott on June 28, 2002, and except as set forth on said certificatx xxx attachments thereto remain accurate and have not been amended, modified, revoked or rescinded. (c) The Agent shall have received the executed legal opinion of Lowenstein Sandler PC, US counsel to the Persons constituting the Xxxxxxxx, xxxxxxxx with the opinions of Baker & McKenzie, Hong Kong counsel to ER Hong Kong, Conyers, Dill & Xxarmxx, Xxxxish Virgin Islands counsel to ER BVI xxx Xxxrsxx Xlobxx Xxxxted, and Macao counsel to ER Macao, substantialxx xx xhe form of Exhibit J. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and the Lenders reasonably may require. (d) The Agent shall have received a favorable written opinion certificate of Emerson Radio Macao dated as of the Effective Date and certifying (addressed 0) xxxt attached thereto is a true, complete and correct copy of resolutions duly adopted by its Board of Directors authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded, (2) as to the Administrative Agent, the Issuing Bank incumbency and specimen signature of each director executing any Loan Documents on its behalf and (3) that attached thereto are true and complete copies of its organizational documents; and such certificate and the Lenders resolutions attached thereto shall be in form and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form substance reasonably satisfactory to the Administrative Agent Agent. (e) The Borrower shall have paid (i) all fees set forth in Sections 2.4(b) and 2.4(c) and 2.4(d) hereof on the dates specified and (ii) Jxxxx Day, in a form reasonably satisfactory all fees of counsel to the Administrative Agent;Agent submitted on the date hereof as previously agreed to. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (cf) The Administrative Agent shall have received documents a Waiver and certificates relating Consent from landlords of collateral locations with respect to the organizationwhich a Waiver and Consent is not currently existing, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in each case in form and substance satisfactory to the Administrative Agent;. (dg) The Administrative Lenders shall have received such other materials, documents and papers regarding the Borrower or the Loans as the Lenders may reasonably require. (h) The Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations all UCC Financing Statements or other public filing documents required to perfect any security interests and warranties other evidence of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date Liens granted pursuant to the Security Documents and (ii) no Default has occurred original stock certificates evidencing all Capital Stock pledged pursuant to the Stock Pledge Agreement together with original stock powers (or equivalent forms) executed in blank in form and is continuing; andsubstance satisfactory to the Agent. (ei) ERC US shall have delivered to the Agent the most recent draft of ERC US' financial statements for the fiscal year ended March 31, 2005 and such statements shall be acceptable to the Agent. (j) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees an appraisal of the property pledged to the Agent for the benefit of the Lenders pursuant to the Intellectual Property Security Agreements, in form and substance satisfactory to the Agent. (k) To the extent not listed above, the Agent shall have received, or shall have verified completion of, each item referenced on the closing checklist attached hereto as SCHEDULE 4.1(N), in form or in a manner reasonably satisfactory to the Agent. (l) All corporate and other amounts due proceedings, and payable on or prior all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Effective DateLenders, including, to and the extent invoiced, reimbursement Agent and the Lenders shall have received such other documents and legal opinions in respect of any aspect or payment consequence of all out-of-pocket expenses required to be reimbursed the transactions contemplated hereby or paid by the Company hereunderthereby as they may reasonably request.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Emerson Radio Corp)

Conditions to Effective Date. The obligations effectiveness of the Lenders this Agreement is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent conditions set forth in Section 4.01 shall have received at least one executed counterpart been satisfied as of this Agreement from the CompanyClosing Date. (b) The Administrative Agent’s receipt of the following, each Agentof which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Fxxxxx, each dated the Issuing Bank Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance reasonably satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders: (i) executed counterparts of additional executed counterpartsthe Subsidiary Guaranty, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders each Lender and the Company, together with all Exhibits thereto; (bii) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Fxxxxx as the Administrative Agent shall have received may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Subsidiary Guaranty and the other Loan Documents to which Fxxxxx is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Fxxxxx is duly organized or formed, and that Fxxxxx is validly existing, in good standing and qualified to engage in business in Delaware; (iv) a favorable written opinion (of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel to Fxxxxx, addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Dayeach Lender, in a form reasonably satisfactory as to such matters concerning Fxxxxx and the Loan Documents as the Administrative AgentAgent or the Required Lenders may reasonably request; (cv) The Administrative Agent shall have received documents a certificate signed by a Responsible Officer of the Company certifying that there has been no event or circumstance since December 31, 2005 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company and certificates relating its Subsidiaries, taken as a whole, after giving effect to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative AgentMerger; (dvi) The Administrative Agent representations and warranties of (A) the Company contained in Article V (excluding Section 5.05(c)), after giving effect to the supplemental Schedules with respect to Fxxxxx and its Subsidiaries to be provided pursuant to Section 4.02(b)(x), and (B) the Company and Fxxxxx contained in each other Loan Document or which are contained in the certificate delivered pursuant to Section 4.02(b)(v) shall have received a certificate, dated the Effective Date be true and signed by the President, a Vice President or a Financial Officer of the Company, confirming correct on and as of the Effective Date, except to the extent that (i) the such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (vii) evidence that the Merger has been or, concurrently with the Effective Date, is being consummated in accordance with the terms of the Merger Agreement, as modified, amended or waived as of the Effective Date; provided, that, since the Closing Date, there shall not have been any modification, amendment or waiver of the Merger Agreement that is materially adverse to the interests of the Lenders without consent of the Required Lenders; (viii) evidence that the Existing Credit Agreements have been or, concurrently with the Effective Date, are being terminated, all obligations thereunder have been paid in full and all Liens, if any, securing obligations under the Existing Credit Agreements have been or, concurrently with the Effective Date, are being released; (ix) a duly completed Compliance Certificate as of the Effective Date, signed by a Responsible Officer of the Company; and (x) (A) updated Schedules 2.03, 5.06, 5.08 and 7.04, if necessary, to reflect information with respect to Fxxxxx and its Subsidiaries and (B) Schedules 7.01(c) and 7.02(c) accompanied by a certificate signed by a Responsible Officer of the Company set forth certifying that such Schedules are in Article III compliance with Sections 7.01 and 7.02. (c) Any fees required to be paid on or before the Effective Date shall have been paid. (d) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of this Agreement are true and correct in all material respects counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on and as the Effective Date, plus such additional amounts of such date fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (ii) no Default has occurred provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and is continuing; andthe Administrative Agent). (e) The Administrative Agent and each Lender (and its Affiliates) Effective Date shall have received all fees and other amounts due and payable occurred on or prior to the Effective Datebefore May 7, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder2007.

Appears in 1 contract

Samples: Credit Agreement (Thermo Electron Corp)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from the Company either (i) a counterpart of this Agreement from executed on behalf of the Company, each Agent, the Issuing Bank and each Lender, and arrangements Company or (ii) written evidence satisfactory to the Administrative Agent shall have been made for (which, subject to Section 10.06(b), may include any Electronic Signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) that the delivery Company has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received from the Company a favorable Borrowing Request in accordance with Section 2.03. (c) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxxx, Vice PresidentSwaine & Xxxxx LLP, General Counsel and Secretary of special counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing (i) a certificate of the Company, dated the authorization of the TransactionsEffective Date and executed by a secretary, the incumbency of the persons executing this Agreement on behalf assistant secretary or other Responsible Officer of the Company, which shall (a) certify that (1) attached thereto is a true and complete copy of the certificate of incorporation of the Company, certified by the Secretary of State of the State of Delaware, and that the certificate of incorporation attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (2) attached thereto is a true and correct copy of the bylaws of the Company, together with all amendments thereto as of the Effective Date, and such bylaws are in form full force and substance satisfactory effect as of the Effective Date and (3) attached thereto is a true and complete copy of the resolutions or written consent of the board of directors of the Company authorizing the execution and delivery of the Loan Documents by the Company, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (b) identify by name and title and bear the signatures of the officers or other authorized signatories of the Company who are authorized to sign the Administrative Agent;Loan Documents to which the Company is a party on the Effective Date and (ii) a good standing certificate for the Company as of a recent date from the Secretary of State of the State of Delaware. (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming certifying as to the satisfaction of the conditions set forth in Sections 4.01(g), 4.01(i) and 4.01(j). (f) The Administrative Agent shall have received a certificate in the form of Exhibit I from the chief financial officer (or other Responsible Officer with reasonably equivalent responsibilities) of the Company, dated the Effective Date and certifying as to the matters set forth therein. (g) The CUSIP Acquisition shall have been consummated substantially concurrently with the funding of the Term Loans in all material respects in accordance with the terms of the CUSIP Acquisition Agreement, but without giving effect to any amendment, modification or waiver of the CUSIP Acquisition Agreement by the Company, or any consent under the CUSIP Acquisition Agreement by the Company, in each case, that is materially adverse to the interests of the Lenders, in their capacities as such, without the prior written consent of each of the Arrangers and the Managing Agent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (i) any reduction, when taken together with all prior reductions, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed to be) materially adverse to interests of the Lenders, in their capacities as such, provided, in the case of any such reduction of less than 10%, that the aggregate principal amount of the Term Facility shall have been reduced on a dollar-for-dollar basis, (ii) any increase, when taken together with all prior increases, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such increase of 10% or more will be deemed to be, unless funded by the issuance and sale of Capital Stock in the Company) materially adverse to interests of the Lenders, in their capacities as such, (iii) any increase or decrease in the purchase price effected in accordance with the working capital or other purchase price adjustment set forth in the CUSIP Acquisition Agreement will not be materially adverse to the interests of the Lenders, in their capacities as such, (iv) any amendment or modification to the definition of the term “Business Material Adverse Effect” in the CUSIP Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders, in their capacities as such, and (v) the updating of certain sections of the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021), as such updating is expressly contemplated by the CUSIP Acquisition Agreement as in effect on December 24, 2021, will be deemed not to be materially adverse to the interests of the Lenders, in their capacities as such). (h) Prior to or substantially concurrently with the funding of the Term Loans, the Existing Credit Agreement Refinancing shall be consummated. (i) At the time of and immediately after giving effect to the borrowing of Loans on the Effective Date, that (i) the representations Specified CUSIP Acquisition Agreement Representations shall be true and warranties correct to the extent required by the definition of such term and (ii) the Company set forth in Article III of this Agreement are Specified Representations shall be true and correct in all material respects on (except in the case of any Specified Representation which expressly relates to a given date or period, which Specified Representation shall be true and correct in all material respects as of such date or for such period, as the case may be); provided that to the extent that any Specified Representation is qualified by or subject to a “Material Adverse Effect”, “material adverse change” or similar term or qualification, the same shall be so true and (ii) no Default has occurred and is continuing; andcorrect in all respects. (ej) Except as set forth in, or qualified by any matter set forth in, the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021 and as the Seller Disclosure Schedules are in effect on December 24, 2021) (it being agreed that the disclosure of any matter in any section in the Seller Disclosure Schedules shall be deemed to have been disclosed in any other section in the Seller Disclosure Schedules to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), since December 31, 2020, there has not been, individually or in the aggregate, a Business Material Adverse Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) or any Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (k) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Effective Date, includingall documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, that has been reasonably requested by any Lender in writing at least 10 Business Days in advance of the Effective Date. (l) All fees and expenses required to be paid on the Effective Date pursuant to the Commitment Letter, the Fee Letters or this Agreement, in the case of expenses, to the extent invoiced, reimbursement invoiced at least three Business Days prior to the Effective Date (or payment of all out-of-pocket expenses required such later date to be reimbursed or paid by which the Company hereundermay agree), shall have been paid. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Credit Agreement (Factset Research Systems Inc)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming Company stating that as of the Effective Date, Date no Default exists and that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and (ii) no Default has occurred its Board of Directors’ Resolutions, authorizing the execution, delivery and is continuing; andperformance of the Loan Documents; (e) The an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent and the Lenders party hereto on the date hereof, in the form of Exhibit D; (g) a Note for each Lender that has requested a Note at least two Business Days prior to the date hereof; (h) satisfactory evidence that those fees due to the Administrative Agent and its Affiliatesthe Lenders on the date the Company executes this Agreement and invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date have been paid in full or shall be paid substantially concurrently with closing; (i) shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoiced, reimbursement or payment reasonably requested by the Administrative Agent of all out-of-pocket expenses the Company in writing at least 10 Business Days prior to the Effective Date; and (j) an executed Farm Services of America ACA Stock Purchase Agreement and other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. 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 shall be reimbursed deemed to have consented to, approved or paid by accepted or to be satisfied with, each document or other matter required thereunder unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands Inc.)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Vice President, General Counsel and Secretary of the CompanyP.C., in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the #96405571v11 organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (g) The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Credit Agreement (Trimble Inc.)

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date is subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The each of Borrowers, Administrative Agent and Lenders shall have executed a counterpart hereof (whether the same or different counterparts) and shall have delivered same to Administrative Agent; (b) any fees required to be paid on or before the Effective Date as provided in Section 2.06 shall have been paid; (c) Borrowers shall have paid all attorney’s costs of Administrative Agent required to be paid by Borrowers under Section 12.04 to the extent invoiced prior to or on the Effective Date, plus such additional amounts of attorney costs as shall constitute its reasonable estimate of such costs incurred or to be incurred by it through the Effective Date (provided that such estimate shall not thereafter preclude fund settling of accounts between Borrowers and Administrative Agent); and (d) Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be an original or facsimile (followed promptly by an original) unless otherwise specified, each properly executed by a Responsible Officer of the Issuing Bank and signing Loan Party (if a Loan Document), each Lenderdated the Effective Date (or, and arrangements satisfactory to in the Administrative Agent shall have been made for the delivery case of additional executed counterpartscertificates of governmental officials, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) evidence satisfactory to Administrative Agent that no Collateral Property or any use or activity thereon violates or is or could be subject to any response, remediation, clean up, or other obligation under any Law pertaining to health or the environment including without limitation, a written report of an environmental assessment of each Collateral Property, made within thirty (30) days prior to the Effective Date (an “Environmental Report”), by an engineering firm, and of a scope and in form and content reasonably satisfactory to Administrative Agent, complying with Administrative Agent’s established guidelines, showing that there is no evidence of any Hazardous Material which has been generated, treated, stored, released, or disposed of in any Collateral Property, and such additional evidence as may be required by Administrative Agent. All reports, drafts of reports, and recommendations, whether written or oral, from such engineering firm shall be made available and communicated to Administrative Agent; (diii) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andPhysical Condition Report for each Collateral Property; (eiv) The Administrative Agent and each Lender not later than fifteen (and its Affiliates15) shall have received all fees and other amounts due and payable on or Days prior to the Effective Date, includingan Acceptable Appraisal of each Collateral Property, which Appraisals collectively show a Loan to Value Ratio for all of the Collateral Properties not greater than 60%; and (v) a true and correct copy of (A) each Franchise Agreement and (B) each Management Agreement for each Collateral Property, in each case, in the form to be assigned to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderapplicable Operating Lessee.

Appears in 1 contract

Samples: Credit Agreement (FelCor Lodging LP)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Vice President, General Counsel and Secretary of the CompanyP.C., in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) The Administrative Agent shall have received the Disclosure Letter, dated the Effective Date and executed by the Company, and the Disclosure Letter shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (eg) The Administrative Agent and each Lender (and its Affiliates) shall have received all a certificate, in the form of Exhibit G, dated the Effective Date and signed by the chief financial officer of the Company, certifying that the Company and the Subsidiaries, on a consolidated basis after giving effect to the Transactions that are to occur on such date, are solvent as of the Effective Date. (h) All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement (other than any such letter of credit designated hereunder as an Existing Letter of Credit) shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (i) The Lenders shall have received, (i) at least five Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Credit Agreement (Trimble Inc.)

Conditions to Effective Date. The obligations This Agreement shall become effective as of the Lenders to make Loans to the Company and Amendment Effective Date when all of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived set forth in accordance with this Section 9.02):4 have been satisfied. (a) The Administrative Agent shall have received at least one executed counterpart or more counterparts of this Agreement from Agreement, duly executed and delivered by the Company, each AgentBorrower, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders Guarantors and the Company, together with all Exhibits thereto;requisite Lenders. (b) The Administrative Agent All fees and expenses due and owing to FTI Consulting, Xxxx Xxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxxxx LLP invoiced at least one (1) Business Day prior to the Amendment Effective Date shall have received a favorable written opinion (addressed to been paid or reimbursed by the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Borrower. (c) The Administrative Agent shall have received documents representations and certificates relating to the organization, existence warranties in Section 5 below are true and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, correct in all in form and substance satisfactory to the Administrative Agent;material respects. (d) The Administrative Agent shall have received a certificatecertificate dated as of the date hereof, dated the Effective Date and signed duly executed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower, confirming certifying as of to the Effective Date, that matters described in item (ic) above and such other matters as the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent shall reasonably request. (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees a forbearance fee equal to $500,000 to be distributed to those Lenders that have executed this Agreement on or before 5:00 p.m. (Eastern Time) on June 30, 2015 in accordance with each such Lender’s pro rata share of such fee. (f) Xxxxxxx Xxxx & Xxxxxxxxx LLP shall have received an evergreen retainer of $250,000. (g) All legal matters and other amounts due diligence in connection with this Agreement and payable on or prior the other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Effective DateAdministrative Agent, including, and there shall have been furnished to the extent invoicedAdministrative Agent, reimbursement or payment of all out-of-pocket expenses required at the Borrower’s expense, such agreements and other documents, information and records with respect to be reimbursed or paid by the Company hereunderLoan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent in its sole discretion, as the Administrative Agent may reasonably have requested for that purpose.

Appears in 1 contract

Samples: Forbearance Agreement (Sabine Oil & Gas Corp)

Conditions to Effective Date. The obligations effectiveness of the Lenders to make Loans amendment and restatement of the Prior Credit Agreement in the form of this Agreement is subject to the Company and receipt by the Administrative Agent of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, the General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and; (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder; and (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations occurrence of the Lenders Effective Date is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one Agent’s receipt of the following: (i) duly executed counterpart counterparts of this Agreement from that, when taken together, bear the Companysignatures of the Borrower, each Agent, the Issuing Bank Lender and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cii) a Note executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Effective Date; (iii) a closing certificate executed by a Responsible Officer of the Borrower as of or about the Effective Date, certifying as to (x) the charter and bylaws of the Borrower and (y) (a) the resolutions or other corporate action of the Borrower authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of the Borrower executing, this Agreement and the other Loan Documents to which the Borrower is a party; (iv) a certificate of good standing with respect to the Borrower from the Secretary of State of the State of the Borrower’s organization (to the extent relevant and available in the jurisdiction of organization of the Borrower); (v) a favorable opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents under New York law); (vi) (x) to the extent reasonably requested by the Administrative Agent (or by any Lender through the Administrative Agent), documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Act, at least two Business Days prior to the Effective Date and (y) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (vii) a closing certificate executed by a Responsible Officer of the Borrower as of or about the Effective Date, certifying as to Sections 4.01(e) and 4.01(f). (b) The Administrative Agent Borrower shall have received documents and certificates relating paid (i) to the organizationArrangers for their own account any fees due and required to be paid to the Arrangers as separately agreed among the Borrower and the Arrangers on or before the Effective Date, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory (ii) to the Administrative Agent; (d) The Administrative Agent shall have received , for the account of each Lender holding a certificate, dated Commitment on the Effective Date and signed by the PresidentDate, a Vice President or a Financial Officer of the Company, confirming an upfront commitment fee payable on such Lender’s Commitments as of the Effective Date, that Date in an amount separately agreed with the Administrative Agent and (iiii) subject to the representations and warranties of the Company limitations set forth in Article III of this Agreement are true Section 10.04 and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or to the extent invoiced at least three Business Days prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by of the Company hereunderAdministrative Agent and Arrangers in connection with this Agreement, including the reasonable and documented out-of-pocket fees and expenses of one counsel (including any local counsel) for the Administrative Agent and the Arrangers, taken as a whole.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Fidelity National Financial, Inc.)

Conditions to Effective Date. The obligations obligation of the Lenders Banks to make Loans to the Company any Loan hereunder and of the Issuing Bank to issue the any Letter of Credit for Issuer to issue or amend any Letter of Credit is subject to the account satisfaction of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):addition to, and without limitation of, the applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have received at least one executed counterpart satisfaction of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient conditions set forth in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoSection 3.1; (b) The Administrative Agent shall have received documentation, in form and substance reasonably acceptable to the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Borrower and each other Credit Party shall have provided to the Administrative Agent and each requesting Bank (in each case, at least 2 Business Days prior to the Effective Date, to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information requested by the Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and any applicable “know your customer” rules and regulations and (ii) to the extent the Borrower qualifies as a favorable written opinion “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (addressed d) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Issuing Bank Arrangers and the Lenders Banks the fees set forth or referenced in Section 2.7 and dated any other accrued and unpaid fees or commissions with respect to the Effective Datecredit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, charges and disbursements of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, but limited to the reasonable fees, charges and (ii) Jxxxx Day, in a form reasonably satisfactory disbursements of one external counsel to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organizationand, existence and good standing of the Companyif necessary, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all one local counsel in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuingeach relevant jurisdiction); and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable On or after the Closing Date but on or prior to the Effective Date (including any such incurrence, establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) Term Loan Commitments, (ii) Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative Agent shall notify the Borrower and the Banks of the Effective Date, includingand such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to the extent invoicedSection 10.5) at or prior to 11:59 p.m., reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderNew York City time, on September 5, 2023.

Appears in 1 contract

Samples: Credit Agreement (Bread Financial Holdings, Inc.)

Conditions to Effective Date. The obligations occurrence of the Lenders Effective Date is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one Agent’s receipt of the following: (i) duly executed counterpart counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Specified Domestic Guarantor, each Lender, the Administrative Agent, each Swing Line Lender and the L/C Issuer; (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender requesting a Revolving Loan Note at least three Business Days in advance of the Effective Date; (iii) a Swing Line Note executed by the Borrower, if requested by the Swing Line Lender at least three Business Days in advance of the Effective Date; (iv) a closing certificate executed by a Responsible Officer of the Borrower and each Specified Domestic Guarantor as of or about the Effective Date, certifying as to (x) the charter and bylaws of each such Loan Party and (y) (a) the resolutions or other corporate action of each such Loan Party authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of each such Loan Party executing, this Agreement and the other Loan Documents to which each such Loan Party is a party; (v) a certificate of good standing with respect to the Borrower and each Specified Domestic Guarantor from the CompanySecretary of State of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); (vi) a favorable opinion of Xxxx, each AgentXxxxxxx & Xxxxxx LLP, counsel to the Issuing Bank Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and arrangements satisfactory the Loan Documents (including enforceability of the Loan Documents under New York law); (vii) (x) to the extent reasonably requested by the Administrative Agent shall have been made for (or by any Lender through the delivery of additional executed counterpartsAdministrative Agent), sufficient in number for distribution documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Act, at least three Business Days prior to the AgentsEffective Date and (y) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Issuing BankBorrower; and (viii) a closing certificate executed by a Responsible Officer of the Borrower as of or about the Effective Date, the Lenders certifying as to Sections 4.01(c), (d) and the Company, together with all Exhibits thereto;(e). (b) The Administrative Agent Borrower shall have received a favorable written opinion paid (addressed i) to the Administrative Agent, Arrangers for their own account any fees due and required to be paid to the Issuing Bank and Arrangers pursuant to the Lenders and dated Fee Letters on or before the Effective Date, and (ii) subject to the limitations set forth in Section 10.04 and to the extent invoiced at least three Business Days prior to the Effective Date, the reasonable out-of-pocket expenses of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and Arrangers in connection with this Agreement, including the reasonable and documented out-of-pocket fees and expenses of one counsel (iiincluding any local counsel) Jxxxx Day, in a form reasonably satisfactory to for the Administrative Agent;Agent and the Arrangers, taken as a whole. (c) The Administrative Agent shall have received documents and certificates relating to the organizationSince December 31, existence and good standing 2021, there has not been a Material Adverse Effect (as set forth in clause (a) of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent;definition thereof). (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth Borrower contained in Article III of this Agreement are V shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Effective Date, except to the extent that such date representations and (ii) no Default has occurred warranties specifically refer to an earlier date, in which case they shall be true and is continuing; andcorrect as of such earlier date. (e) No Default or Event of Default has occurred or would occur as a result of the effectiveness hereof. (f) The Effective Date shall have occurred on or before December 20, 2022. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Effective Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender (and its Affiliates) shall be deemed to have received all fees and consented to, approved or accepted, or to be satisfied with, each document or other amounts due and payable on matter required hereunder to be consented to or prior approved by or acceptable or satisfactory to the Effective DateAdministrative Agent or such Lender, including, to as the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereundercase may be.

Appears in 1 contract

Samples: Credit Agreement (F&G Annuities & Life, Inc.)

Conditions to Effective Date. The obligations effectiveness of the Lenders to make Loans this Credit Agreement is subject to the Company and satisfaction of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each such of the following conditions are satisfied (on or prior to the Effective Date as shall not have been expressly waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company9.01, with each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all item set forth below in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (a) the Administrative Agent shall have received counterparts of this Credit Agreement signed by each of the parties hereto; (b) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower with respect to the Parent and the Borrower, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent and the Lenders; (c) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Credit Party, certified as of a recent date by the applicable Secretary of State of the state of formation of such Credit Party; (d) The the Administrative Agent shall have received a certificatecertificate of good standing (or certificate of similar meaning) with respect to each Credit Party issued as of a recent date by the applicable Secretary of State of the state of formation of such Credit Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, dated as applicable) of each state in which such Credit Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (e) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party with respect to each of the officers of such Credit Party authorized to execute and deliver the Credit Documents to which such Credit Party is a party and, in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Loan Notices; (f) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party of (A) the by-laws or similar governing document of each Credit Party and (B) all corporate, limited liability company, partnership or other necessary action taken by such Credit Party to authorize the execution, delivery and performance of the Credit Documents to which it is a party; (g) the Administrative Agent and the Lenders shall have been paid all fees due and payable on the Effective Date in connection herewith (including fees and signed by expenses of counsel); (h) Parent, the PresidentBorrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, a Vice President collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to Parent, the Borrower or a Financial Officer of the Companyeach such Subsidiary, confirming as of in each case, at least five (5) Business Days prior to the Effective Date, that ; and (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent Borrower and each Lender (and its Affiliates) other Credit Party shall have received all fees and other amounts due and payable on or provided, at least five (5) Business Days prior to the Effective Date, includingall information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent invoiced, reimbursement or payment requested in writing of all out-of-pocket expenses required the Borrower at least ten (10) days prior to be reimbursed or paid by the Company hereunderEffective Date.

Appears in 1 contract

Samples: Term Loan Agreement (Healthcare Trust of America Holdings, LP)

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date shall be subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each delivery of the following conditions are satisfied (or waived in accordance with Section 9.02):documents satisfactory to the Agent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;This Amendment. (b) The Administrative Agent shall have received a favorable written opinion (addressed to A Guaranty from each Guarantor in substantially the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;attached as Exhibit A hereto. (c) The Administrative Agent shall have received documents and certificates relating A Note payable to the organizationXxxxx Fargo Bank, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent;N.A. (d) The Administrative Agent certificate of incorporation (certified by the Secretary of State of Delaware dated no earlier than 30 days prior to this Agreement) and by-laws of the Borrower and all corporate action taken by the Borrower authorizing this Amendment (including the resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated hereby), in each case, certified by the secretary or assistant secretary of the Borrower. (e) A certificate of the secretary or assistant secretary of the Borrower naming and setting forth the specimen signature of each of the officers of the Borrower (i) who is authorized to sign on its behalf this Amendment and (ii) who is (A) an Authorized Officer or (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications (other than notices required to be given by an Authorized Officer) in connection with this Agreement and the transactions contemplated hereby. (f) A certificate of a senior officer of the Borrower dated the date of this Amendment to the effect that on and as of such date: (i) no Default shall have received a certificate, dated the Effective Date occurred and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that be continuing; and (iii) the representations and warranties made by the Borrower in Section 6 of the Company set forth in Article III of this Credit Agreement and Section 7 hereof are true and correct in all material respects with the same force and effect as if made on and as of such date date. (g) An opinion of internal counsel of the Borrower, substantially in the form of Exhibit B hereto. (h) A good standing certificate from (i) the Borrower’s Federal Reserve Bank, and (ii) the Secretary of State of the Borrower’s state of incorporation shall have been delivered (in each of the foregoing cases, dated no Default has occurred and is continuing; andearlier than 30 days prior to this Agreement). (ei) The Administrative articles of incorporation (also certified by the Secretary of State of each Guarantor’s state of organization dated no earlier than 30 days prior to this Agreement) and by-laws of each Guarantor and all corporate action taken by each Guarantor authorizing its Guaranty Agreement and the performance of its obligations thereunder (including the resolutions of the Board of Directors of such Guarantor authorizing the transactions contemplated by its respective Guaranty Agreement), in each case, certified by the secretary or assistant secretary of such Guarantor. (j) A certificate of the secretary or assistant secretary of each Guarantor naming and setting forth the specimen signature of each of the officers of such Guarantor who is authorized to sign its Guaranty Agreement on its behalf (the Agent and each Lender Bank may conclusively rely on such certificate until formally advised by a like certificate of any changes therein). (and its Affiliatesk) shall have received all fees and other amounts due and payable on or A good standing certificate from the Secretary of State of each Guarantor’s state of incorporation, dated no earlier than 30 days prior to this Agreement. (l) An opinion of internal counsel to each Guarantor in the Effective Date, including, to form of Exhibit C attached hereto. (m) Such other documents as the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderAgent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Heartland Financial Usa Inc)

Conditions to Effective Date. The obligations Commitments of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company each Lender hereunder shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Issuing Bank Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for the delivery Agent: (i) executed counterparts of additional executed counterparts, sufficient in number for distribution to the Agentsthis Agreement, the Issuing BankFee and Syndication Letter, the Lenders Security Agreement, the Pledge Agreement, and the Company, together with all Exhibits theretoSubsidiary Guaranty; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a draft Offer Press Release or Scheme Press Release (as applicable) in form and substance reasonably satisfactory to the Administrative Agent; (civ) The Administrative Agent shall have received documents favorable opinions of (x) Hxxxx Xxxxxxx LLP and certificates relating (y) in-house counsel to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (dv) The Administrative Agent shall have received (x) a certificatecertificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, dated to the Effective Date and signed extent applicable, as of a recent date by the President, a Vice President or a Financial Officer Secretary of State of the Companyjurisdiction of its incorporation, confirming as of the Effective Date, that (iB) the representations resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and warranties of the Company set forth in Article III performance of this Agreement are true and correct the other Loan Documents (including in all material respects on respect of the Borrower, the borrowing of the Loans hereunder), and as of such date the Transactions and (iiC) no Default has occurred an incumbency certificate certifying the names and is continuingtrue signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (evi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and each Lender (and its Affiliates) the Arranger shall have received all fees required to be paid under this Agreement and other amounts due the Fee and payable Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, including, and all expenses (or arrangements with respect to the extent invoicedpayment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), reimbursement or payment of at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received at least five (5) Business Days prior to the Effective Date (i) all out-of-pocket expenses required to be reimbursed or paid documentation and other information requested by the Company hereunderAdministrative Agent or such Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent and the Lenders irrevocably confirm that the Effective Date has occurred on the date of this Agreement.

Appears in 1 contract

Samples: Bridge Credit Agreement (Tetra Tech Inc)

Conditions to Effective Date. The obligations effectiveness of this Agreement and the Lenders obligation of each Lender to make its initial Loans hereunder is subject to the Company and of the Issuing Bank satisfaction to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each Lender (or waiver by each Lender in accordance with Section 10.1) of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one Agent’s receipt of the following (in the case of certificates of governmental officials, dated no earlier than a recent date before the Effective Date), each in form and substance satisfactory to the Lenders: (i) an executed counterpart of this Agreement from Agreement, properly executed by a duly authorized signatory (apoderado) of the CompanyBorrower and a duly authorized signatory of each other party hereto, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and ; (ii) Jxxxx Day, in a form reasonably satisfactory with respect to the Administrative Agent; Borrower, true, correct and complete copies of (cA) The Administrative Agent shall have received documents the resolutions of the board of directors authorizing the execution and certificates relating delivery of this Agreement, (B) incorporation deed (escritura constitutiva) and current bylaws (estatutos sociales vigentes) evidencing that the execution of this Agreement is contemplated within the corporate purpose of the Borrower, and (C) the public deeds containing the powers of attorney granted to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons individuals executing this Agreement on behalf of the CompanyBorrower (including poderes para actos de administración and poderes para suscribir títulos de crédito conforme al artículo 9 de xx Xxx General de Títulos y Operaciones de Xxxxxxx); (iii) favorable opinions of (A) Xxxxxxx, all in form Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower and substance satisfactory (B) the Borrower’s General Counsel, addressed to the Administrative AgentAgent and each Lender, as to such customary matters concerning the Borrower and this Agreement as the Required Lenders may reasonably request; (div) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct on and as of the Effective Date, except to the extent that (i) the such representations and warranties of the Company set forth specifically refer to another date, in Article III of this Agreement are which case they shall be true and correct in all material respects on and as of such other date and (iiB) that no Default has occurred exists, or would occur immediately after giving effect to this Agreement, on the Effective Date; (v) evidence that, upon the payment of a specified amount, the Termination and is continuingRelease shall occur; (vi) the acceptance by the Process Agent of an irrevocable appointment to act as agent for service of process for the Borrower in connection with any proceeding relating to the Loan Documents brought in the State of New York (vii) a copy certified by a Mexican notary public of the irrevocable special power of attorney for lawsuits and collections (poder especial irrevocable para pleitos y cobranzas) granted by the Borrower before a Mexican notary public in favor of the Process Agent; and (eviii) The the Audited Financial Statements and the unaudited financial statements of the Borrower referred to in Section 5.5(a) and (b) required to be delivered prior to the Effective Date. (i) Upon the reasonable request of any Lender or the Administrative Agent and each Lender made at least ten (and its Affiliates10) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, the Borrower shall have provided to such Lender or the Administrative Agent, as applicable, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the extent invoicedEffective Date and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reimbursement the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification in relation to the Borrower at least ten (10) Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Credit Agreement (Cemex Sab De Cv)

Conditions to Effective Date. The obligations obligation of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for Issuer hereunder is subject to the account of conditions precedent that Administrative Agent shall have received, on or before the Company shall not become effective until Effective Date, the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include an electronic transmission of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from Borrower a favorable written opinion (addressed to signed Note for the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) account of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Companyeach Lender, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;amount of such Lender’s Commitments. (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing from each party thereto either (x) a counterpart of each of the Company, the authorization reaffirmation and confirmation of the Transactions, Security Agreement and the incumbency of the persons executing this Cash Collateral Agreement (Collateral Account) signed on behalf of the Company, all in form and substance such party or (y) written evidence satisfactory to the Administrative Agent;Agent (which may include an electronic transmission of signed signature pages thereof) that such party has signed a counterpart thereof. (d) The Administrative Agent shall have received copies or originals of signed Subscription Agreements (dated as of a certificate, dated date not later than the Effective Date) from all Investors as of the Effective Date certified to be true, complete and signed correct by the President, a Vice President or a Financial Responsible Officer of the Company, confirming Borrower as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingDate including the fees specified in the Fee Letter and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder, including the Company hereunderreasonable fees and reasonable documented out-of-pocket disbursements invoiced through the Effective Date of Deutsche Bank’s special counsel. (f) The Administrative Agent shall have received favorable written opinion (addressed to the Administrative Agent and Lenders and dated the Effective Date) of Ropes & Xxxx LLP, counsel to Borrower, substantially in the form of Exhibit 6.1(g)-1, and covering such other matters relating to Borrower, its respective Organizational Documents, the Loan Documents, or the Transactions as the Administrative Agent shall reasonably request. Borrower hereby requests such counsel to deliver such opinion, which may be delivered by electronic transmission to the Administrative Agent with the signed originals(s) to follow within five (5) days after the Effective Date. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Borrower, the authorization of the Transactions, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an original or a copy of a signed certificate, dated the Effective Date and signed by a Responsible Officer of Borrower (x) setting forth the information required under Section 3.14 and confirming compliance with the conditions specified in Sections 6.2(c) and 6.2(d), (y) confirming that all conditions under the Subscription Agreement and Borrower’s other Organizational Documents to Borrower’s calling for Capital Contributions have been fulfilled, and (z) including any information needed to issue a Capital Call Notice, including notice addresses for such purpose of all Investors, schedules of the respective Capital Commitments and Unfunded Capital Commitments of the Investors, and schedules of the respective percentages to be used in determining the amount for which each Investor would be responsible in respect of any Capital Call for Capital Contributions to be applied to the satisfaction of the Obligations (all such information, “Basic Call Information”).

Appears in 1 contract

Samples: Revolving Credit Agreement (TPG Specialty Lending, Inc.)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxKxxxxxxx & Exxxx LLP, Vice Presidentcounsel for the Loan Parties, General Counsel addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (c) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;. (da) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as compliance with the conditions set forth in paragraph (d) of this Section. (f) The Lenders and the Administrative Agent shall have received the Approved Budget. (g) The Administrative Agent, for its benefit and the benefit of each other Secured Party, shall have been granted a perfected lien on the Collateral by the Order on the terms and conditions set forth herein and in the other Loan Documents. (h) The Administrative Agent shall have received the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions reasonably requested by the Administrative Agent. (i) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” rules and regulations, including the USA Patriot Act, to include a duly executed IRS Form W-9 or such other applicable IRS Form for each Borrower, at least three Business Days prior to the Effective Date to the extent such information was requested at least 10 Business Days prior to the Effective Date. (j) The Collateral Agreement each shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (k) The Administrative Agent shall have received (i) unaudited interim consolidated financial statements of the Parent Borrower for each fiscal month ended after the fiscal quarter ending February 1, 2020 through the end of June 30, 2020 and (ii) unaudited financial statements for the fiscal quarter ended May 2, 2020. (l) Since the Petition Date, other than those events or circumstances arising from the commencement of the Cases, there has been no event or circumstance, either individually or in the aggregate, that has or could reasonably be expected to have a Material Adverse Effect. (i) the Administrative Agent shall have received drafts of the “first day” pleadings for the Cases, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) all motions, orders (including the “first day” orders and the Cash Management Order) and other documents to be filed with and submitted to the Court on the Petition Date shall be in form and substance reasonably satisfactory to the Administrative Agent, and the Court shall have approved and entered all “first day” orders, including, without limitation, the Cash Management Order. (n) No trustee, receiver or examiner with expanded powers shall have been appointed in any of the Chapter 11 Cases. (o) The Pre-Petition Agent and the Pre-Petition Lenders shall have each received adequate protection in respect of the Liens securing their respective Pre-Petition Lender Obligations pursuant to the Order. The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true such notice shall be conclusive and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderbinding.

Appears in 1 contract

Samples: Term Credit Agreement (Ascena Retail Group, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (iii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations of This Agreement and the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, each Agent, Company and the Issuing Bank other parties hereto; (b) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Company stating that as of the Effective Date no Default exists and each Lender, that the representations and arrangements satisfactory warranties contained in Article V are true and correct in all material respects (except to the Administrative Agent extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall have been made for be true and correct in all material respects as of such date); (c) a copy of the delivery Certificate of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and Incorporation of the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to amendments, certified by any Authorized Officer or the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, General Counsel and Secretary or Assistant Secretary of the Company, and a certificate of good standing with respect to the Company, certified on or within ten (10) Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, instruments, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a form reasonably satisfactory written opinion of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent and (ii) Jxxxx Daythe Lenders, in a form and substance reasonably satisfactory to the Administrative Agent; (cg) The Administrative Agent shall Notes for those Lenders, if any, that have received documents and certificates relating requested Notes at least two (2) Business Days prior to the organizationdate hereof; (h) satisfactory evidence that all costs, existence fees and good standing of the Companyexpenses (including, the authorization of the Transactionswithout limitation, the incumbency of the persons executing this Agreement on behalf of the Company, all in form legal fees and substance satisfactory expenses) due to the Administrative AgentAgent and the Lenders on the date hereof and invoiced by the Administrative Agent to the Company at least two (2) Business Days prior to the Effective Date have been paid in full or shall be paid substantially concurrently with closing; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and at least three (ii3) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoiced, reimbursement or payment reasonably requested by the Administrative Agent of all out-of-pocket expenses the Company in writing at least ten (10) Business Days prior to the Effective Date; and (j) an executed Farm Services of America ACA Stock Purchase Agreement and other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. 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 shall be reimbursed deemed to have consented to, approved or paid by accepted or to be satisfied with, each document or other matter required hereunder unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands Inc.)

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxxxx & Xxxxx LLP, Vice Presidentcounsel for the Loan Parties, General Counsel addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (c) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;. (da) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as of compliance with the Effective Date, that (i) the representations and warranties of the Company conditions set forth in Article III paragraph (d) of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderSection.

Appears in 1 contract

Samples: Restructuring Support Agreement (Ascena Retail Group, Inc.)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.X. Xxxxxxxx, Vice President, the General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. 51 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02):9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02: (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements executed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which, subject to Section 9.09(c), may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of additional an actual executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxWhite & Case LLP, Vice President, General Counsel and Secretary of counsel for the CompanyBorrower, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing a certificate of the CompanyBorrower, dated the authorization Effective Date and executed by the secretary or an assistant secretary of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Borrower and in form and substance reasonably satisfactory to the Administrative Agent;, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]] (d) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer financial officer of the CompanyBorrower, confirming certifying that, as of the Effective Date, that (i) the representations and warranties of the Company Borrower set forth in Article III of this Agreement are true and correct in all material respects on (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and as of such date correct in all respects) and (ii) no Default has occurred and is continuing; and. (e) The Administrative Agent and each Lender (and its Affiliates) Borrower shall have received all fees and other amounts due and payable paid, on or prior to the Effective Date, includingall fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date). (f) Each Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent invoicedrequested at least 10 Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, reimbursement or payment of and such notice shall be conclusive and binding on all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderparties hereto.

Appears in 1 contract

Samples: Term Credit Agreement (Marathon Oil Corp)

Conditions to Effective Date. The obligations effectiveness of this Agreement on the Lenders Effective Date is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart each of this Agreement from the Companyfollowing, each Agentof which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Issuing Bank Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance reasonably satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders: (i) executed counterparts of additional this Agreement; and (ii) a Note executed counterparts, sufficient by the Company in number for distribution favor of each Lender that has requested a Note at least three Business Days prior to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoEffective Date; (b) The Administrative Agent shall have received: (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of the Company authorizing the Transactions to which the Company is a party, certified as of the Effective Date by the Secretary or an Assistant Secretary of the Company; (ii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by the Company hereunder; (iii) the articles or certificate of incorporation of the Company as in effect on the Effective Date, certified by the Secretary of State of its state of incorporation or organization as of a recent date; (iv) the bylaws or equivalent document of the Company as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Effective Date; and (v) a certificate of good standing for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date. (c) [Reserved]. (d) The Agent shall have received a favorable customary written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. from Xxxxxxxx, Vice PresidentLipton, General Counsel and Secretary of Xxxxx & Xxxx LLP, counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent;. (ce) [Reserved]. (f) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement a certificate signed by a Responsible Officer on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying as to the matters set forth in Sections 4.01(h). (g) The Company shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received written requests therefor at least ten (i10) Business Days prior to the Effective Date. (h) The representations and warranties of the Company set forth contained in Article III of this Agreement 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, except to the extent invoicedthat such representations and warranties specifically refer to an earlier date, reimbursement in which case they shall be true and correct in all material respects, or payment true and correct, as the case may be, as of all out-of-pocket expenses required to be reimbursed or paid by the Company hereundersuch earlier date.

Appears in 1 contract

Samples: Credit Agreement (NMI Holdings, Inc.)

Conditions to Effective Date. The obligations effectiveness of this Agreement and the Lenders obligation of each Lender to make its initial Loans hereunder is subject to the Company and of the Issuing Bank satisfaction to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each Lender (or waiver by each Lender in accordance with Section 10.1) of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart Agent’s receipt of this Agreement from the Companyfollowing (in the case of certificates of governmental officials, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received dated no earlier than a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of (i) L.X. Xxxxxxxx), Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all each in form and substance satisfactory to the Administrative Agent;Lenders: (di) The Administrative Agent shall have received an executed counterpart of this Agreement, properly executed by a certificateduly authorized signatory (apoderado) of the Borrower and a duly authorized signatory of each other party hereto, dated the Effective Date Date; (ii) an executed counterpart of the Guaranty, properly executed by a Responsible Officer of each Initial Guarantor organized under the laws of a country other than Mexico and signed by a Person holding powers for acts of ownership (actos de dominio) of each Initial Guarantor organized under the Presidentlaws of Mexico, dated the Effective Date; (iii) with respect to each Loan Party organized under the laws of Mexico, true, correct and complete copies of (A) the resolutions of the board of directors authorizing the execution and delivery of the Loan Documents, (B) incorporation deed (escritura constitutiva) and current bylaws (estatutos sociales vigentes) evidencing that the execution of the Loan Documents to which such Loan Party is a party is contemplated within the corporate purpose of such Loan Party, and (C) the public deeds containing the powers of attorney granted to the individuals executing the Loan Documents to which such Loan Party is a party on behalf of such Loan Party (including poderes para actos de administración (in case of the Borrower) and poderes para actos de dominio (in case of the Guarantors) and registered poderes para suscribir títulos de crédito conforme al artículo 9 de xx Xxx General de Títulos y Operaciones de Xxxxxxx); (iv) with respect to each Loan Party other than a Loan Party organized under the laws of Mexico, a Vice President or certificate of a Financial Responsible Officer of the CompanyBorrower evidencing (A) the identity, confirming 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 and (B) that each Loan Party is duly organized or formed, and that each such Loan Party is validly existing, in good standing (to the extent such concept exists in the relevant jurisdiction) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) favorable opinions of (A) Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower, (B) the Borrower’s General Counsel, (C) GHR Rechtsanwälte AG, special Swiss counsel to the Borrower, (D) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Lead Arrangers and (E) Galicia Abogados, S.C, counsel to the Lead Arrangers, addressed to the Administrative Agent and each Lender, as to such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct on and as of the Effective Date, except to the extent that (i) the such representations and warranties of the Company set forth specifically refer to another date, in Article III of this Agreement are which case they shall be true and correct in all material respects on and as of such other date and (iiB) that no Default has occurred exists, or would occur immediately after giving effect to this Agreement, on the Effective Date; (vii) the acceptance by the Process Agent of an irrevocable appointment to act as agent for service of process for the Loan Parties in connection with any proceeding relating to the Loan Documents brought in the State of New York; (viii) a copy certified by a Mexican notary public of the irrevocable special power of attorney for lawsuits and is continuingcollections (poder especial irrevocable para pleitos y cobranzas) granted by each of the Loan Parties organized under the laws of Mexico before a Mexican notary public in favor of the Process Agent; and (eix) The the Audited Financial Statements and the unaudited financial statements of the Borrower referred to in Section 5.5(a) and (b) required to be delivered prior to the Effective Date. (i) Upon the reasonable request of any Lender or the Administrative Agent and each Lender made at least ten (and its Affiliates10) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, the Borrower shall have provided to such Lender or the Administrative Agent, as applicable, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the extent invoicedEffective Date and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reimbursement the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification in relation to the Borrower at least ten (10) Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Appears in 1 contract

Samples: Credit Agreement (Cemex Sab De Cv)

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.X. XxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Vice President, General Counsel and Secretary of the CompanyP.C., in a form reasonably satisfactory to the Administrative Agent and (ii) Jxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least three Business Days prior to the Effective Date. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the #96405961v16 Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable on or received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. (g) Since December 31, 2021, there has occurred no change in the financial condition, operations, assets, business or properties of the Company and its Subsidiaries taken as a whole, or any other event, in each case, which has had or could reasonably be expected to have a Material Adverse Effect. (h) The Lead Arranger (as defined in the Trout Bridge Commitment Letter) shall have received a certificate certifying that the Term Facility constitutes a “Qualifying Loan Facility” (as defined in the Trout Bridge Commitment Letter) (which certificate may be conditioned on the occurrence of the Effective Date). The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Trimble Inc.)