Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied: (a) The Company shall have executed and delivered to the Syndication Agents for the account of each Bank a Competitive Note and Revolving Credit Note (appropriately completed). (b) State Certificates as to the Company: (i) The Syndication Agents shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State. (ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the Company. (c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date and in the form of Exhibit F hereto (appropriately completed), certifying, among other things, (i) a true and correct copy of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approving, on behalf of the Company, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct copy of the By-laws of the Company as in effect on the Effective Date, and (iii) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date. (d) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. Sawyer, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx Xompany, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication Agent may reasonably request. (e) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents. (f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requested.
Appears in 1 contract
Samples: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Conditions to Effectiveness of Commitments. The Revolving Credit Term Loan Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the date hereof in accordance with Section 2.05 a Competitive Note and Revolving Credit Term Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Administrative Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the CompanyDelaware.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed customary certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date and in the form of Exhibit F hereto (appropriately completed), certifying, among other things, certifying (i) a true and correct copy and/or extract of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approving, on behalf of the Company, the terms of this Agreement, authorizing which authorize the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this AgreementNotes, (ii) a true and correct complete copy of the Restated Certificate of Incorporation of the Company as in effect on the Effective Date, (iii) a true and complete copy of the By-laws of the Company as in effect on the Effective Date, and (iiiiv) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above.
(d) Each of the Agents, the Banks and the Company shall have executed one or more counterparts of this Agreement.
(ye) any The Banks shall have received all documentation and other documents delivered to information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Syndication Agents or USA Patriot Act, that shall have been reasonably requested through the Administrative Agent on at least five Business Days prior to the Effective Date.
(df) The Syndication Agents and the Administrative Agent 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 (with a photocopy for each Bankincluding fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or under any other agreement entered into by any of the Joint Lead Arrangers, the Agents and the Banks, on the one hand, and the Company or any of its Subsidiaries, on the other hand.
(g) The Administrative Agent shall have received the signed opinion of Robert E. SawyerCravath, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx XompanySwaine & Xxxxx LLP, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, enforceability of this Agreement and as to such other matters as either Syndication the Administrative Agent may reasonably request.
(e) The Syndication Agents , in form and substance reasonably acceptable to the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, and special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication AgentsAdministrative Agent.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requested.
Appears in 1 contract
Samples: Term Loan Agreement (Occidental Petroleum Corp /De/)
Conditions to Effectiveness of Commitments. The Revolving Credit Term Loan Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents for the account of each Bank a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Administrative Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the CompanyDelaware.
(cb) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the a Senior Vice President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date Date, in form and in substance reasonably acceptable to the form of Exhibit F hereto (appropriately completed)Administrative Agent and special counsel to the Administrative Agent, certifying, among other things, (i) a true and correct copy and/or extract of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approvingwhich authorize, on behalf of the Companyamong other credit arrangements, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct complete copy of the Restated Certificate of Incorporation of the Company as in effect on the Effective Date, (iii) a true and complete copy of the By-laws of the Company as in effect on the Effective Date, and (iiiiv) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, above and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.
(c) Each of the Agents, the Banks and the Company shall have executed one or more counterparts of this Agreement.
(d) (i) The Syndication Agents Banks shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, that shall have been reasonably requested at least five Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Bank that has requested, in a written notice to the Company at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).
(e) The Administrative Agent 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 (with a photocopy for each Bankincluding fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or under any other agreement entered into by any of the Lead Arranger, the Agents and the Banks, on the one hand, and the Company or any of its Subsidiaries, on the other hand.
(f) The Administrative Agent shall have received the signed opinion of Robert E. SawyerXxxxxxx, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx XompanyXxxxxx & Xxxxx LLP, dated the Effective Date and given upon the express instructions of the Company, in as to the form enforceability of Exhibit H hereto, with such changes this Agreement and the Notes to be delivered on the Effective Date (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication the Administrative Agent may reasonably request.
(e) The Syndication Agents , in form and substance reasonably acceptable to the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, and special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication AgentsAdministrative Agent.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requested.
Appears in 1 contract
Samples: Term Loan Agreement (Occidental Petroleum Corp /De/)
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the date hereof in accordance with Section 2.05 a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Administrative Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the CompanyDelaware.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the a Senior Vice President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date in form and in substance reasonably acceptable to the form of Exhibit F hereto (appropriately completed)Administrative Agent and special counsel to the Administrative Agent, certifying, among other things, (i) a true and correct copy and/or extract of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approvingwhich authorize, on behalf of the Companyamong other credit arrangements, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct complete copy of the Restated Certificate of Incorporation of the Company as in effect on the Effective Date, (iii) a true and complete copy of the By-laws of the Company as in effect on the Effective Date, and (iiiiv) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, above and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.
(d) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. SawyerXxxxxxx, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx XompanyXxxxxx & Xxxxx LLP, dated the Effective Date and given upon the express instructions of the Company, in as to the form enforceability of Exhibit H hereto, with such changes this Agreement and the Notes to be delivered on the Effective Date (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent and special counsel to the Administrative Agent.
(e) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requestedrequested at least three Business Days prior to the date hereof.
Appears in 1 contract
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the date hereof in accordance with Section 2.05 a Competitive Revolving Credit Note and Revolving Credit Competitive Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Administrative Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the CompanyDelaware.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date in form and in substance reasonably acceptable to the form of Exhibit F hereto (appropriately completed)Administrative Agent and special counsel to the Administrative Agent, certifying, among other things, (i) a true and correct copy and/or extract of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approvingwhich authorize, on behalf of the Companyamong other credit arrangements, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct complete copy of the Restated Certificate of Incorporation of the Company as in effect on the Effective Date, (iii) a true and complete copy of the By-laws of the Company as in effect on the Effective Date, and (iiiiv) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, above and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.
(d) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. SawyerCravath, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx XompanySwaine & Xxxxx LLP, dated the Effective Date and given upon the express instructions of the Company, in as to the form enforceability of Exhibit H hereto, with such changes this Agreement and the Notes to be delivered on the Effective Date (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent and special counsel to the Administrative Agent.
(e) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requestedrequested at least three Business Days prior to the date hereof.
(f) Each of the Agents, the Banks and the Company shall have executed one or more counterparts of this Agreement.
(g) The Administrative Agent shall have received satisfactory evidence that banks with Revolving Credit Commitments which cause the Total Commitment (including the Additional Commitments) to equal $5,000,000,000 have executed one or more counterparts of this Agreement.
(h) The Administrative Agent 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 (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or under any other agreement entered into by any of the Joint Lead Arrangers, the Agents and the Banks, on the one hand, and the Company or any of its Subsidiaries, on the other hand.
(i) The Banks shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been reasonably requested at least five Business Days prior to the Effective Date.
Appears in 1 contract
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents Agent for the account of each Bank a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents Agent shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the Company.
(c) The Syndication Agents Agent and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date and in the form of Exhibit F hereto (appropriately completed), certifying, among other things, (i) a true and correct copy of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of [NYCorp;1203895.1] the Company and (y) a certificate of the Chief Financial Officer of the Company approving, on behalf of the Company, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct copy of the By-laws of the Company as in effect on the Effective Date, and (iii) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, and (y) any other documents delivered to the Syndication Agents Agent or the Administrative Agent on the Effective Date.
(d) The Syndication Agents Agent and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. Sawyer, Esq., Associate General Counsel of the Company and xxx xxxxxxx xx xxx XompanyCompany, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents Agent and special counsel to the Agents, and as to such other matters as either the Syndication Agent may reasonably request.
(e) The Syndication Agents Agent and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLPMoore, special counsel to the Agents, dated the Effective Date, ix in xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication AgentsAgent.
(f) The Syndication Agents Agent and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents Agent and the Administrative Agent may have reasonably requested.
(g) The Existing Credit Agreement shall have been or shall simultaneously be terminated and the principal of and interest accrued on all loans outstanding thereunder and all fees accrued thereunder shall have been or shall simultaneously be paid in full.
(h) Each of the Agents, the Managing Agents and the Company shall have executed one or more counterparts of this Agreement.
(i) The Syndication Agent shall have received satisfactory evidence that banks with Revolving Credit Commitments which cause the Total Commitment to equal $1,000,000,000 have executed one or more counterparts of this Agreement or of an Addendum. [NYCorp;1203895.1]
Appears in 1 contract
Samples: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the date hereof in accordance with Section 2.05 a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents Administrative Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the CompanyDelaware.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the a Senior Vice President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date in form and in substance reasonably acceptable to the form of Exhibit F hereto (appropriately completed)Administrative Agent and special counsel to the Administrative Agent, certifying, among other things, (i) a true and correct copy and/or extract of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approvingwhich authorize, on behalf of the Companyamong other credit arrangements, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct complete copy of the Restated Certificate of Incorporation of the Company as in effect on the Effective Date, (iii) a true and complete copy of the By-laws of the Company as in effect on the Effective Date, and (iiiiv) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, above and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.
(d) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. SawyerCravath, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx XompanySwaine & Xxxxx LLP, dated the Effective Date and given upon the express instructions of the Company, in as to the form enforceability of Exhibit H hereto, with such changes this Agreement and the Notes to be delivered on the Effective Date (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent and special counsel to the Administrative Agent.
(e) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore LLP, special counsel to the Agents, dated the Effective Date, ix xxx form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requested at least three Business Days prior to the date hereof.
(f) Each of the Agents, the Banks and the Company shall have executed one or more counterparts of this Agreement.
(g) The Administrative Agent shall have received satisfactory evidence that banks with Revolving Credit Commitments which cause the Total Commitment to equal $4,000,000,000 have executed one or more counterparts of this Agreement.
(h) The Administrative Agent 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 (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or under any other agreement entered into by any of the Joint Lead Arrangers, the Agents and the Banks, on the one hand, and the Company or any of its Subsidiaries, on the other hand.
(i) (i) The Banks shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been reasonably requested at least five Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Bank that has requested, in a written notice to the Company at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).
(j) The Administrative Agent shall have received an Officers’ Certificate certifying as to compliance with the requirements of Section 7.02(a) and Section 7.02(c).
Appears in 1 contract
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments shall become effective at such time as the following conditions shall have been satisfied:
(a) The Company shall have executed and delivered to the Syndication Agents for the account of each Bank a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the Company.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Effective Date and in the form of Exhibit F hereto (appropriately completed), certifying, among other things, (i) a true and correct copy of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approving, on behalf of the Company, the terms of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct copy of the By-laws of the Company as in effect on the Effective Date, and (iii) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.
(d) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Robert E. SawyerXxxxx X. Xxxxxxxx, Esq., Associate General Counsel of the Company and xxxxxxx xx xxx Xompanycounsel to the Company, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication Agent may reasonably request.
(e) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) the signed opinion of Cravath, Swaine & Moore Xxxxx LLP, special counsel to the Agents, dated the Effective Date, ix xxx in the form of Exhibit I hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agents.
(f) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such other instruments and documents as the Syndication Agents and the Administrative Agent may have reasonably requested.
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Samples: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Conditions to Effectiveness of Commitments. The Revolving Credit Commitments of the Lenders under this Agreement shall become effective at such time as upon satisfaction of the following conditions shall have been satisfiedprecedent:
(a) The Company shall have executed and delivered to the Syndication Agents for the account of each Bank a Competitive Note and Revolving Credit Note (appropriately completed).
(b) State Certificates as to the Company:
(i) The Syndication Agents shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the Secretary of State of the State of Delaware (as of a date shortly before the Effective Date) as being true and correct copies of such documents on file in the office of such Secretary of State.
(ii) The Syndication Agents shall have received (with a photocopy for each Bank) the signed Certificate or Certificates of the Secretary of State of the State of Delaware, in regular form (as of a date shortly before the Effective Date), listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and stating that such documents are the only charter documents of the Company on file in such office filed on the date the Restated Certificate of Incorporation was filed or thereafter and that the Company is duly incorporated and in good standing in the State of Delaware and as to the franchise tax status of the Company.
(c) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for from the Company and each Bank) the signed certificate of the President or a Vice President other Loan Party and the Secretary or an Assistant Secretary of the Company, dated the Effective Date and in the form of Exhibit F hereto (appropriately completed), certifying, among other things, each Lender (i) a true and correct copy counterpart of (x) resolutions adopted by the Board of Directors or Executive Committee of the Board of Directors of the Company and (y) a certificate of the Chief Financial Officer of the Company approving, this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Company, the terms Administrative Agent (which may include transmission by facsimile or other electronic imaging of a signed signature page of this Amendment Agreement) that such party has signed a counterpart of this Agreement, authorizing the execution, delivery and performance by the Company of this Agreement and the Notes and authorizing the issuance by the Company of the Notes in the manner and for the purpose contemplated by this Agreement, (ii) a true and correct copy of the By-laws of the Company as in effect on the Effective Date, and (iii) the incumbency and specimen signatures of officers of the Company executing (x) the documents specified in clause (i) above, and (y) any other documents delivered to the Syndication Agents or the Administrative Agent on the Effective Date.;
(db) The Syndication Agents and the Administrative Agent shall have received a favorable written opinion (with a photocopy addressed to the Administrative Agent and the Lenders and dated the Funding Date) of each of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for each Bankthe Borrower and (ii) the signed opinion of Robert E. SawyerXxxxx X. Xxxxxx, Esq., Associate Group General Counsel of the Company in form and xxxxxxx xx xxx Xompany, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable substance reasonably satisfactory to the Syndication Agents and special counsel to the Agents, and as to such other matters as either Syndication Agent may reasonably request.Administrative Agent;
(ec) The Syndication Agents and the Administrative Agent shall have received (with a photocopy for each Bank) such documents and certificates as the signed opinion of Cravath, Swaine & Moore LLP, special Administrative Agent or its counsel may reasonably request relating to the Agentsorganization, dated existence and good standing of each Borrower, the Effective Date, ix xxx form authorization of Exhibit I hereto, with such changes (if any) therein as shall be acceptable the transactions contemplated hereby and any other legal matters relating to the Syndication Agents.Borrower, the Loan Documents or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent;
(fd) The Syndication Agents and the Administrative Agent shall have received a certificate, dated the Funding Date and signed by the President and Chief Executive Officer, a Vice President or a Financial Officer of the Company, confirming (with a photocopy for i) the accuracy of the representations and warranties set forth in Article III in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) and (ii) the absence of any Default, in each Bankcase giving effect to the transactions to occur on the Funding Date;
(e) such other instruments and documents as the Syndication Agents and the Administrative Agent may and each Lender shall have reasonably requestedreceived all documentation and other information requested by it in writing at least five Business Days prior to the Closing Date for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, not fewer than three Business Days prior to the Closing Date;
(f) the Administrative Agent and each Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; and
(g) the PharMEDium Acquisition shall have been or shall simultaneously be consummated.
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