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Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. The effectiveness of the amendment and restatement of the Prior Credit Agreement in the form of this Agreement is subject to the receipt by the Administrative Agent of each of the following 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, 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 Administrative 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) the General Counsel of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (d) 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; (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 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; (f) 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 effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (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, the Administrative 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 Administrative AgentAgents, 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) the L.X. Xxxxxxxx, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (iii) Xxxxx Jxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (dc) 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; (ed) 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 (fe) 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 effectiveness of this Agreement and the amendment and restatement obligations of the Prior Credit Agreement in Lenders to make the form of this Agreement is subject to Roll-up Loans hereunder shall not become effective until the receipt by the Administrative Agent of date on which each of the following documents, each of which conditions shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance satisfied (or such condition shall have been 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, the Administrative 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 Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement. (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 Agent and the Lenders and dated the Effective Date) of (i) Kxxxxxxx & Exxxx LLP, counsel for the General Counsel of Loan Parties, addressing corporate authority matters and 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) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (dc) 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;. (a) 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;Section. (f) The Lenders and 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; andApproved 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 Fee Lettersearch 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 Company 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 AgentAgent shall have received drafts of the “first day” pleadings for the Cases, in a 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, and such notice shall be conclusive and binding.

Appears in 1 contract

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

Conditions to Effective Date. The effectiveness of this Agreement and the amendment and restatement obligations of the Prior Credit Agreement in Lenders to make the form of this Agreement is subject to Roll-up Loans hereunder shall not become effective until the receipt by the Administrative Agent of date on which each of the following documents, each of which conditions shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance satisfied (or such condition shall have been 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, the Administrative 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 Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement. (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 Agent and the Lenders and dated the Effective Date) of (i) Kxxxxxxx & Exxxx LLP, counsel for the General Counsel of Loan Parties, addressing corporate authority matters and 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) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (dc) 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;. (a) 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; (f) 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 AgentSection.

Appears in 1 contract

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

Conditions to Effective Date. The effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (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 Guarantor in existence on the Administrative 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 Administrative AgentAgents, the Issuing Bank, the Lenders and the Company, together with all Exhibits and 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) the General Counsel of the Company), in a form reasonably satisfactory counsel to the Administrative Agent and (ii) Xxxxx DayLoan Parties, in a form reasonably satisfactory to the Administrative Agent; (dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the CompanyCompany and Hovnanian, the authorization of the Transactions, the incumbency of the persons executing this Agreement each Loan Document on behalf of the Companyeach Loan Party, all in form and substance reasonably satisfactory to the Administrative Agent; (ed) 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 and Hovnanian 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 (fe) 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 (Hovnanian Enterprises Inc)

Conditions to Effective Date. The effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (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, 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 Administrative 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 BankCitibank, and arrangements satisfactory to GS Bank Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank 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) the General Counsel of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (d) 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; (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 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 (f) 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. 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 effectiveness This Agreement shall not become effective until the date of the amendment and restatement of the Prior Credit Agreement in the form of this Agreement is subject to the receipt by the Administrative Agent of each satisfaction or waiver of the following documents, each of which shall be satisfactory to conditions (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“Effective Date”): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the CompanyLoan Parties, the Administrative Agent, the Issuing Bank and each Lender, Lenders constituting the Required Lenders duly executed counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Agreement. (b) All reasonable out-of-pocket costs and arrangements satisfactory expenses (including but not limited to the reasonable fees and disbursements incurred by counsel to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution ) required to the Administrative 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) the General Counsel of the Company, in a form reasonably satisfactory be paid to the Administrative Agent and the Lenders on or before the Effective Date shall have been paid. (c) 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 occurred and be continuing and (ii) Xxxxx Day, the representations and warranties contained in a form reasonably satisfactory to the Administrative Agent;Section 7 of this Agreement shall be true and correct. (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing an accounts payable aging schedule of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent;. (e) The Administrative Agent shall have received 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 certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer first priority Lien on at least ninety percent (90%) of the Company, confirming as PV-9 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;Borrowing Base Properties. (f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to title information as 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 Lettermay reasonably require, executed and delivered by the Company and the Administrative Agent, in a form 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 the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Appears in 1 contract

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

Conditions to Effective Date. The effectiveness of This Agreement shall not become effective until the amendment and restatement of the Prior Credit Agreement in the form of this Agreement is subject to the receipt by the Administrative Agent of date on which each of the following documents, each of which conditions shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance satisfied (or such condition shall have been 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, the Administrative Agent, the Issuing Bank and executed by 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 Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement. (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 Agent and the Lenders and dated the Effective Date) of (i) the General Counsel of the CompanyXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form substance reasonably satisfactory to the Administrative Agent;. (dc) 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;. (f) 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 hereunder; andqualifies 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 have received a Fee Letter, executed and delivered by notify the Company and the Administrative AgentLenders of the Effective Date, in a form reasonably satisfactory to the Administrative Agentand such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Trimble Inc.)

Conditions to Effective Date. The effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (or such condition shall have been 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, 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 Administrative 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 BankCitibank, and arrangements satisfactory to GS Bank Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank 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) the Xxxxxxxxx X. Xxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (d) 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; (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 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 (f) 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 effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (or such condition shall have been waived in accordance with Section 9.028.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative 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 Administrative AgentAgents, 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) the General Counsel of Txxxxxxx Hxxx LLP, counsel to the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (dc) 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; (ed) 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, except to the extent any such representation or warranty expressly refers to another date and (ii) no Default has occurred and is continuing;; and (fe) 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 (Polyone Corp)

Conditions to Effective Date. The effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (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, 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 Administrative 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) the Xxxxxxxxx X. Xxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (d) 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; (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 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 (f) 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 effectiveness obligations of the amendment Lenders to make Loans to the Company and restatement of the Prior Issuing Bank to issue the Letter of Credit Agreement in for the form account of this Agreement is subject to the receipt by Company shall not become effective until the Administrative Agent of date on which each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions are satisfied (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, 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 Administrative 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 BankCitibank, and arrangements satisfactory to GS Bank Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank 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) Xxxxxxxxx X. Xxxxxxx, Senior Vice President,the General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxxxx Day, in a form reasonably satisfactory to the Administrative Agent; (d) 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; (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 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 (f) 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)