Conditions to Effective Date. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all reasonable invoiced fees and expenses of the Agent and the Lenders (including the fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, 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, and (ii) No event has occurred and is continuing that constitutes a Default or Event of Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower. (iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto. (v) At least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and as the initial availability of Commitments in an aggregate amount not to exceed $2,500,000,000 is subject to satisfaction or waiver in accordance with Section 11.01 of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedconditions:
(a) The Borrower Administrative Agent’s receipt of the following, each of which shall have notified be originals or telecopies (followed promptly by originals) 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 in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Facility Guarantor and the Company;
(ii) Notes executed by the Borrowers in favor of each Lender requesting Notes; provided that with respect to any Notes under any Tranche 1 Commitment, Discovery Networks Asia-Pacific Pte. Ltd. shall execute such Notes as soon as practicable after the Effective Date;
(iii) such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 this Agreement and the Agent in writing as other Loan Documents to the proposed Effective Date.which such Loan Party is a party;
(biv) The Borrower shall have paid all reasonable invoiced fees such documents and expenses 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 and (where applicable) in good standing in its jurisdiction of the Agent and the Lenders organization;
(including the fees and expenses A) a favorable opinion of Debevoise & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (B) a favorable opinion of Delaware Counsel Group LLP, special Delaware counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (C) a favorable opinion of Xxxxxx Bond Xxxxxxxxx (US) LLP, special Ohio counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (D) a favorable opinion of DLA Piper UK LLP, special English law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Singapore Pte. Ltd., special Singapore counsel to the Administrative Agent)., addressed to the Administrative Agent and each Lender; (F) a favorable opinion of DLA Piper Luxembourg, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Luxembourg, special Luxembourg counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of Xxxxx-Xxxxxx, special Spain counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (G) a favorable opinion of Ogier (Jersey) LLP, special Jersey counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; and (H) a favorable opinion of DLA Piper Nederland N.V, special Netherlands counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the case of each of (A) through (H) in a form reasonably satisfactory to the Administrative Agent;
(cvi) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Responsible Officer of the Company and the Facility Guarantor certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vii) in the case of a Luxembourg Borrower, dated the Effective Date, stating that:
(iA) The representations and warranties contained in Section 4.01 are correct on and as a copy of an excerpt of the Effective Date, and
(ii) No event has occurred Luxembourg Borrower issued by the Luxembourg Register of Commerce and is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the following, each Companies dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At least three (3) no earlier than one Business Days Day prior to the Effective Datedate of this Agreement (Extrait du Registre de Commerce et des Sociétés);
(B) a copy of a certificate of non-inscription of a judicial decision, all documentation issued by the Luxembourg Register of Commerce and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification Companies in relation to the Luxembourg Borrower dated no earlier than one Business Day prior to the date of this Agreement (Certificat de non-inscription d’une décision judiciaire);
(C) a copy of a resolution of the board of managers of the Luxembourg Borrower.:
a. approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it executes the Loan Documents to which it is a party;
Appears in 1 contract
Samples: Credit Agreement (Discovery, Inc.)
Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on and as are subject to the satisfaction of the first date (conditions set forth in Section 3.02 and receipt by the “Effective Date”) on which Administrative Agent of the following conditions precedent have been satisfied:(in sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) The Borrower shall have notified each Lender a written letter agreement evidencing the termination of the Fifth Amended and the Agent in writing Restated Credit Agreement dated as to the proposed Effective Date.of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto;
(b) The Borrower shall have paid all reasonable invoiced fees and expenses from each of the Agent and the Lenders (including the fees and expenses parties hereto a duly executed counterpart of counsel to the Agent).this Agreement;
(c) On a duly executed Note by the Effective Date, the following statements shall be true and the Agent shall have received Borrower for the account of each Lender Bank complying with the provisions of Section 2.04;
(d) an opinion of Xxxxxx & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B;
(e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a certificate balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion;
(f) a certificate, dated as of the Effective Date, signed by a duly authorized principal financial officer of the Borrower, dated certifying (i) that no Default has occurred and is continuing on the Effective Date, stating that:
(iii) The that the representations and warranties of the Borrower contained in Section 4.01 Article IV are correct true on and as of the Effective Date, andand (iii) in detail satisfactory to the Administrative Agent, the amount of all outstanding Debt as of the Effective Date;
(iig) No event has occurred all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Loan Documents to which the Borrower is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the followingparty, each dated such dayand any other matters relevant thereto, all in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order Administrative Agent, including, without limitation, a certificate of incumbency of the Lenders to the extent requested Borrower, signed by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the names and true signatures its Certificate of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and Incorporation, (ii) documents relating its Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the organization, existence and good standing of the Borrower.
Borrower as a Delaware corporation, and (iv) A reasonably acceptable opinion the action taken by its Board of Xxxxxxx X. XxxxxxDirectors (or a duly authorized committee thereof) authorizing its execution, general counsel delivery and performance of the Borrower, substantially in the form Loan Documents to which it is a party; and (h) a Notice of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Date, includingBorrowing, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowernecessary.
Appears in 1 contract
Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on and as are subject to the satisfaction of the first date (conditions set forth in Section 3.02 and receipt by the “Effective Date”) on which Administrative Agent of the following conditions precedent have been satisfied:(in sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) The Borrower shall have notified each Lender a written letter agreement evidencing the termination of the Fifth Amended and the Agent in writing Restated Credit Agreement dated as to the proposed Effective Date.of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto;
(b) The Borrower shall have paid all reasonable invoiced fees and expenses from each of the Agent and the Lenders (including the fees and expenses parties hereto a duly executed counterpart of counsel to the Agent).this Agreement;
(c) On a duly executed Note by the Effective Date, the following statements shall be true and the Agent shall have received Borrower for the account of each Lender Bank complying with the provisions of Section 2.04;
(d) an opinion of Xxxxxx & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B;
(e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a certificate balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion;
(f) a certificate, dated as of the Effective Date, signed by a duly authorized principal financial officer of the Borrower, dated certifying (i) that no Default has occurred and is continuing on the Effective Date, stating that:
(iii) The that the representations and warranties of the Borrower contained in Section 4.01 Article IV are correct true on and as of the Effective Date, andand (iii) in detail satisfactory to the Administrative Agent, the amount of all outstanding Debt as of the Effective Date;
(iig) No event has occurred all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Loan Documents to which the Borrower is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the followingparty, each dated such dayand any other matters relevant thereto, all in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order Administrative Agent, including, without limitation, a certificate of incumbency of the Lenders to the extent requested Borrower, signed by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the names and true signatures its Certificate of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and Incorporation, (ii) documents relating its Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the organization, existence and good standing of the Borrower.
Borrower as a Delaware corporation, and (iv) A reasonably acceptable opinion the action taken by its Board of Xxxxxxx X. XxxxxxDirectors (or a duly authorized committee thereof) authorizing its execution, general counsel delivery and performance of the Borrower, substantially in the form of Exhibit D-1 hereto, and Loan Documents to which it is a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.party; and
(vh) At least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Date, includinga Notice of Borrowing, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowernecessary.
Appears in 1 contract
Conditions to Effective Date. This The effectiveness of this Agreement shall become effective is subject to satisfaction, on and as or before the Termination Date, of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:(provided, that the respective obligations of the parties hereto set forth in Section 2.08(a) and Article X shall not be subject to the satisfaction of the following conditions precedent):
(a) The Borrower Administrative Agent’s receipt of the following, each of which shall have notified be originals, facsimiles or electronic (pdf.) transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, 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 reasonably satisfactory to the Administrative Agent, its legal counsel and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Agent in writing as to the proposed Effective Date.Borrower;
(bii) The Notes executed by the Borrower shall have paid all reasonable invoiced fees and expenses in favor of each Lender requesting Notes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower 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 this Agreement and the Lenders other Loan Documents;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the fees Borrower’s Organization Documents, and expenses certificates of good standing and tax clearance certificates;
(v) a favorable opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Agent).Borrower, addressed to the Administrative Agent and each Lender, in the form set forth in Exhibit E;
(cvi) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Responsible Officer of the BorrowerBorrower certifying, 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, and
(iiA) No event has occurred and is continuing that constitutes a Default or Event of Default.
(dthe conditions specified in Sections 4.03(a) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notesb) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.have been satisfied,
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Conditions to Effective Date. This Agreement 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 on and as of until the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:are satisfied (or waived in accordance with Section 9.02):
(a) The Borrower Administrative Agent shall have notified received at least one executed counterpart of this Agreement from the Company, each Lender Guarantor in existence on the date hereof, 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 Agent in writing as to the proposed Effective Date.Company, together with all Exhibits and Schedules thereto;
(b) The Borrower Administrative Agent shall have paid all reasonable invoiced fees and expenses of received a favorable written opinion (addressed to the Agent Administrative Agent, the Issuing Bank and the Lenders (including and dated the fees and expenses of Effective Date), counsel to the Loan Parties, in a form reasonably satisfactory to the Administrative Agent).;
(c) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations documents and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents certificates relating to the organization, existence and good standing of the Borrower.Company and Hovnanian, the authorization of the Transactions, the incumbency of the persons executing each Loan Document on behalf of each Loan Party, all in form and substance satisfactory to the Administrative Agent;
(ivd) A reasonably acceptable opinion of Xxxxxxx X. XxxxxxThe Administrative Agent shall have received a certificate, general counsel dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the BorrowerCompany, substantially confirming as of the Effective Date, that (i) the representations and warranties of the Company and Hovnanian set forth in the form Article III of Exhibit D-1 hereto, this Agreement are true and a reasonably acceptable opinion correct in all material respects on and as of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.such date and (ii) no Default has occurred and is continuing; and
(ve) At least three The Administrative Agent and each Lender (3and its Affiliates) Business Days shall have received all fees and other amounts due and payable on or prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Dateextent invoiced, including, if reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerCompany hereunder.
Appears in 1 contract
Conditions to Effective Date. This Agreement shall become effective on and as the date that each of the first date (the “Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 9.07):
(a) The receipt by the Administrative Agent of (x) this Agreement, executed by a duly authorized officer of each Borrower shall have notified and each Lender other party hereto and the Agent (y) Notes in writing as to the proposed Effective Date.favor of each Bank requesting a Note, all executed by a duly authorized officer of each Borrower;
(b) The receipt by the Administrative Agent of a certificate of an authorized officer of each Borrower, dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following:
(i) a copy of resolutions of the Board of Directors of such Xxxxxxxx, 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 Xxxxxxxx, 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 Xxxxxxxx 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) receipt by the Administrative Agent of favorable opinions of (i) Xxxxxxx LLP, special counsel to the Borrowers, and (ii) with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama;
(d) receipt by the Administrative Agent of a certificate, signed by an authorized officer of each Borrower, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Borrower contained in 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, 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), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2023, 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 Borrowers shall have paid (i) to Xxxxx Fargo Securities, U.S. Bank and JPMCB, the fees 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 invoiced fees and expenses of the Administrative Agent and required under any other Transaction Document to be paid on or prior to the Lenders Effective Date (including including, to the extent invoiced prior to the Effective Date, reasonable fees and expenses of counsel to the Administrative Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, 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, and
(ii) No event has occurred and is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving connection with this Agreement and the Notes, and other Transaction Documents;
(f) receipt by the Administrative Agent of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect copies of the financial statements referred to this Agreement in Section 5.09;
(g) receipt by the Administrative Agent and the Notes.
(iii) A certificate Banks of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At least three (3) Business Days prior to the Effective Date, all documentation and other information requested by the Administrative Agent or such Bank that is required by regulatory authorities under to satisfy applicable “know your customer” and anti-money laundering rules and regulations, includingincluding without limitation the PATRIOT Act;
(h) receipt by the Administrative Agent, without limitationand any Bank requesting the same, the Patriot Act, that the Agent or any Lender has requested at least ten (10) five Business Days prior to the Closing Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, 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 the proceeds of any Loans to be made hereunder;
(j) receipt by the Administrative 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. This The obligation of each Lender to execute and deliver this Agreement shall become effective on and as to make its respective Commitments hereunder, is subject to satisfaction or waiver (in accordance with Section 10.01) of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedprecedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or “.pdf” or “tiff” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Initial Borrower each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall have notified be all required information with respect to the Initial Borrower):
(i) executed counterparts of this Agreement;
(ii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Initial Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Lender Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Initial Borrower is a party or is to be a party;
(iii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that the Initial Borrower is duly organized or formed, and that the Initial Borrower is validly existing, in writing as 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 proposed Effective Dateextent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and
(iv) a customary certificate of a Responsible Officer of the Initial Borrower with certifications with respect to the satisfaction of the conditions set forth in clauses (d) and (e) of this Section 4.01.
(b) The Initial Borrower shall have paid all reasonable invoiced fees provided the documentation and expenses of the Agent and the Lenders (including the fees and expenses of counsel to the Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained other information reasonably requested in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At writing at least three (3) Business Days 10 days prior to the Effective Date, all documentation and other information required Date by regulatory authorities under the Lenders in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the Patriot PATRIOT Act, that the Agent or any Lender has requested in each case at least ten (10) Business Days five days prior to the Closing Effective Date.
(c) The Administrative Agent’s receipt of (i) audited consolidated balance sheets of the Company and the Target and related statements of income, changes in equity and cash flows of the Company and the Target for the three (3) most recently completed fiscal years ended at least 90 days before the Effective Date in the case of the Company and 100 days before the Effective Date in the case of the Target and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (c)(i) above ended at least 45 days before the Effective Date in the case of the Company and 50 days (or in the case of the fiscal quarter ending on June 30, 2012, 60 days) before the Effective Date in the case of the Target.
(d) The Major Representations 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, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation except to the Borrowerextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
(e) No Major Default relating solely to the Initial Borrower shall exist. Without limiting the generality of the provisions 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 on or after the Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
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Conditions to Effective Date. This Agreement shall become effective on and as The effectiveness of the first date (the “Effective Date”) on which this credit facility is subject to satisfaction or waiver of the following conditions precedent have been satisfiedprecedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower shall (as applicable), 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 reasonably satisfactory to the Administrative Agent and the Arranger:
(i) executed counterparts of this Agreement;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower 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 the Borrower is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower 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 notified a Material Adverse Effect;
(iv) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and the Agent in writing as covering such matters relating to the proposed Effective Date.Loan Documents as the Administrative Agent may reasonably require;
(bv) The Borrower shall have paid all reasonable invoiced fees and expenses of the Agent and the Lenders (including the fees and expenses of counsel to the Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Responsible Officer of the Borrower, dated Borrower certifying (A) that the Effective Date, stating that:
(i) The representations and warranties of the Borrower contained in Section 4.01 Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Effective Date, Date and (B) the current Debt Ratings (if any); and
(iivi) No event has occurred and is continuing that constitutes a Default such other assurances, certificates, documents, consents or Event of Defaultopinions as the Administrative Agent or the Arranger reasonably may require.
(db) The Administrative Agent shall have received on or before the Effective Date the followingreceived, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(v) At at least three (3) Business Days prior to the Effective Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), that reasonably requested in writing by the Administrative Agent or (on behalf of any Lender has requested Lender) at least ten (10) Business Days prior to the Closing Effective Date.
(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 Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Effective Date, including, if plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower qualifies as and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a “legal entity customer” under Lender unless the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation Administrative Agent shall have received notice from such Lender prior to the Borrowerproposed Effective Date specifying its objection thereto.
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Conditions to Effective Date. This Agreement 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 on and as of until the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:are satisfied (or waived in accordance with Section 8.02):
(a) The Borrower Administrative Agent shall have notified received at least one executed counterpart of this Agreement from the Company, each Lender 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 Agent in writing as to the proposed Effective Date.Company, together with all Exhibits thereto;
(b) The Borrower Administrative Agent shall have paid all reasonable invoiced fees and expenses of received a favorable written opinion (addressed to the Agent Administrative Agent, the Issuing Bank and the Lenders (including and dated the fees and expenses Effective Date) of Txxxxxxx Hxxx LLP, counsel to the Company, in a form reasonably satisfactory to the Administrative Agent).;
(c) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations documents and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default or Event of Default.
(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents certificates relating to the organization, existence and good standing of the Borrower.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;
(ivd) A reasonably acceptable opinion of Xxxxxxx X. XxxxxxThe Administrative Agent shall have received a certificate, general counsel dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the BorrowerCompany, substantially 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, except to the form of Exhibit D-1 hereto, extent any such representation or warranty expressly refers to another date and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.(ii) no Default has occurred and is continuing; and
(ve) At least three The Administrative Agent and each Lender (3and its Affiliates) Business Days shall have received all fees and other amounts due and payable on or prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the Closing Dateextent invoiced, including, if reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerCompany hereunder.
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Samples: Credit Agreement (Polyone Corp)
Conditions to Effective Date. This Agreement shall become effective on and as the date of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedfollowing:
(a) The Borrower shall have notified each Lender and a copy of this Agreement, executed by the Agent in writing as to the proposed Effective Date.Company;
(b) The Borrower shall have paid all reasonable invoiced fees and expenses of the Agent and the Lenders (including the fees and expenses of counsel to the Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer any Authorized Officer or Secretary or Assistant Secretary of the Borrower, dated Company stating that as of the Effective Date, stating that:
(i) The Date no Default exists and that the representations and warranties contained in Section 4.01 Article 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 the Effective Datea specific date, andwhich representations and warranties shall be true and correct in all material respects as of such date);
(iic) No event 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 (or a certification by the Company that the Certificate of Incorporation has occurred not been amended since the date of the Existing Credit Agreement), and is continuing that constitutes a Default certificate of good standing, certified on or Event within ten Business Days prior to the date hereof by the Secretary of Default.State of Delaware;
(d) The Agent shall have received on or before the Effective Date the followingcopies, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested certified by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of Authorized Officer or the Secretary or an Assistant Secretary of the Borrower certifying Company, of its By-Laws (ior a certification by the Company that its By-Laws have not been amended since the date of the Existing Credit Agreement) and its Board of Directors’ Resolutions, authorizing the names execution, delivery and true signatures 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 Borrower 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 Notes L/C Issuers and the other documents Lenders shall be entitled to be delivered hereunder and rely until informed of any change in writing by the Company);
(iif) documents relating a written opinion of the Company’s counsel, Xxxxx Day, addressed to the organizationAdministrative Agent, existence each L/C Issuer and good standing of the Borrower.
(iv) A reasonably acceptable opinion of Xxxxxxx X. XxxxxxLenders, general counsel of the Borrower, substantially in the form of Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.D;
(vg) At Committed Loan Notes for those Lenders that have requested Committed Loan Notes at least two Business Days prior to the date hereof;
(h) satisfactory evidence that those fees due to the Administrative Agent and the 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
(i) at least three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Company required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the Patriot Act, that to the extent reasonably requested by the Administrative Agent or any Lender has requested of the Company in writing at least ten (10) 10 Business Days prior to the Closing Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, includingfor purposes of determining compliance with the conditions specified in this Section 4.01, if each Lender and L/C Issuer shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder unless the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the Borrowerproposed Effective Date specifying its objection thereto.
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