Conditions to Effectiveness of this Agreement and Initial Borrowing. The effectiveness of this Agreement and the obligation of the Holders to make the Initial Term Loans hereunder is subject to the prior or concurrent satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Person, each dated the Amendment Closing Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, the Security Agreement, the Initial Term Notes, the Subsidiary Guaranty and the other Note Documents, sufficient in number for distribution to the Administrative Agent, each Holder and the Company; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Documents to which such Note Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party is duly organized or formed, and that each Note Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization or formation could not reasonably be expected to result in a Material Adverse Effect; (iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; and (v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing as of the Amendment Closing Date, or would result from the occurrence thereof; (C) there shall be no Law or Judgment binding on any Note Party which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since December 31, 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) The Administrative Agent shall be satisfied that all actions have been taken that are necessary in order for the Administrative Agent to have a valid, perfected, first priority security interest in all of the Collateral, subject only to Permitted Encumbrances. (c) The Administrative Agent shall have received one or more favorable written opinions of counsel to the Note Parties, dated the Amendment Closing Date and addressed to the Administrative Agent and the Holders, as to such matters concerning the Note Parties, the Note Documents and the validity and perfection of the security interests of the Administrative Agent in the Collateral as the Administrative Agent may reasonably request. (d) Any fees required to be paid on or before the Amendment Closing Date shall have been paid or will be paid in accordance with this Agreement. (e) Concurrently with the funding of the Initial Term Loans hereunder, the Company shall pay to the Administrative Agent for the account of the Existing Holders all interest and fees which have accrued under the Existing Note Agreement in respect of the Existing Term Loans and the Existing Revolving Credit Facility but remain unpaid as of the Amendment Closing Date. (f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
Appears in 1 contract
Conditions to Effectiveness of this Agreement and Initial Borrowing. The effectiveness of this Agreement and the obligation of each Lender to fund the Holders to make initial Borrowing hereunder on or after the Initial Term Loans hereunder Effective Date is subject to the prior or concurrent satisfaction of the following conditions precedentprecedent on or before such date:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or facsimiles “PDFs” (followed promptly by originalsoriginals (if requested)) unless otherwise specified, each properly executed by a Responsible Officer of the signing PersonLoan Party (as applicable), each dated the Amendment Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach Lender:
(i) executed counterparts of this Agreement, the Security Agreement, the Initial Term Notes, the Subsidiary Guaranty and the other Note Documents, sufficient in number for distribution to the Administrative Agent, each Holder and the Company;
(iiA) such certificates Term A-1 Notes executed by the Company in favor of resolutions each Lender under the Term A-1 Facility that has requested a Term A-1 Note at least two (2) Business Days in advance of the Effective Date, and (B) Term A-2 Notes executed by Mohawk International in favor of each Lender under the Term A-2 Facility that has requested a Term A-2 Note at least two (2) Business Days in advance of the Effective;
(iii) a certificate signed by a Responsible Officer, secretary or assistant secretary, manager, director, or other action, incumbency certificates and/or other certificates of Responsible Officers individual performing similar functions of each Note Loan Party as the Administrative Agent may reasonably require require:
(A) certifying that attached thereto is a true, correct and complete copy of (1) the articles or certificate of incorporation or formation (or the equivalent Organization Document), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the governing Organization Documents of such Loan Party as in effect on the Effective Date, and (3) resolutions duly adopted by the governing body of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Loan Documents to which such Note Loan Party is a party;
(iiiB) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; and
(C) in respect of Mohawk International, certifying that attached thereto is a true and complete copy of (1) an excerpt from the Luxembourg Register of Commerce and Companies dated no earlier than one (1) Business Day prior to the Effective Date and (2) a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated no earlier than one (1) Business Day prior to the Effective Date;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Loan Party is duly organized or formed, and that each Note Party of the Loan Parties is validly existing, in good standing or the equivalent thereof (to the extent applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization incorporation or formation could not reasonably be expected to result in a Material Adverse Effectorganization;
(ivv) a favorable opinion of counsel to the Loan Parties (including special counsel to Mohawk International in Luxembourg), addressed to the Administrative Agent and each Lender (and expressly permitting reliance by successors and assigns of the Administrative Agent and each Lender), as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Company stating that no consenteach Loan Party either (A) attaching copies of all consents, license or approval is licenses and approvals required in connection with the execution, delivery and performance by any Note such Loan Party and the validity against such Note Loan Party of the Note Loan Documents to which it is a party, other than those and such consents, licenses and approvals shall be in full force and effect, or (B) stating that have already been obtained; andno such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Company certifying that (A) that the conditions specified in Sections 4.02(a) (including, for the avoidance of doubt, the representations and warranties of the Company contained set forth in Article V or any other Note DocumentSection 5.05(b) and Section 5.06(b)) and (b) have been satisfied, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing as of the Amendment Closing Date, or would result from the occurrence thereof; (C) there shall be no Law or Judgment binding on any Note Party which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) that there has been no event or circumstance since December 31, 2012 the date of the Audited Financial Statements that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect.;
(bviii) The Administrative Agent shall be satisfied that all actions have been taken that are necessary in order for a certificate signed by the Administrative Agent to have a validchief financial officer, perfected, first priority security interest in all treasurer or controller of the Collateral, subject only Company certifying that after giving effect to Permitted Encumbrances.this Agreement and the transactions contemplated hereby on the Effective Date the Company and its Restricted Subsidiaries (taken as a whole) are Solvent; and
(cix) The Administrative Agent shall have received one or more favorable written opinions of counsel to the Note Parties, dated the Amendment Closing Date and addressed to the Administrative Agent and the Holders, as to such matters concerning the Note Parties, the Note Documents and the validity and perfection of the security interests of the Administrative Agent in the Collateral as the Administrative Agent may reasonably request.
(d) Any fees required to be paid on or before the Amendment Closing Date shall have been paid or will be paid in accordance with this Agreement.
(e) Concurrently with the funding of the Initial Term Loans hereunder, the Company shall pay to the Administrative Agent for the account of the Existing Holders all interest and fees which have accrued under the Existing Note Agreement in respect of the Existing Term Loans and the Existing Revolving Credit Facility but remain unpaid as of the Amendment Closing Date.
(f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require.
(b) There shall not be any actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Loan Parties or any of their respective Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (ii) could reasonably be expected to have a Material Adverse Effect.
(c) The Administrative Agent shall have received at least five (5) Business Days prior to the Effective Date all documentation and information required by regulatory authorities under applicable “know your customer” rules and regulations and Anti-Money Laundering Laws, including the PATRIOT Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders in writing at least ten (10) Business Days prior to the Effective Date.
(d) Each Borrower, to the extent such Borrower qualifies as a “legal entity customer”, shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to such Borrower, in each case at least five (5) Business Days prior to the Effective Date, to the extent such Beneficial Ownership Certification is requested by the Administrative Agent or the applicable Lender in writing at least ten (10) Business Days prior to the Effective Date.
(e) Any fees and expenses required to be paid on or before the Effective Date under the Fee Letter or under any other Loan Document shall have been paid.
(f) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effectiveness of this Agreement and Initial Borrowing. The effectiveness of this Agreement and the obligation of the Holders to make the Initial Term Loans initial Revolving Loan hereunder is subject to the prior or concurrent satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Person, each dated the Amendment Closing Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, the Security Agreement, the Initial Term NotesSubsidiary Guaranty (if any Subsidiaries are Subsidiary Guarantors on the Closing Date), the Subsidiary Guaranty Note and the other Note Documents, sufficient in number for distribution to the Administrative Agent, each Holder and the Company;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Documents to which such Note Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party is duly organized or formed, and that each Note Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization or formation could not reasonably be expected to result in a Material Adverse Effect;
(iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; and;
(v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing as of the Amendment Closing Date, or would result from the occurrence thereof; (C) there shall be no Law or Judgment binding on any Note Party Party, and the Administrative Agent shall not have received from the Company any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since December 31September 30, 2012 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(vi) a Borrowing Base Certificate setting forth the Borrowing Base as of the Closing Date, and including, without limitation, a calculation of the Availability Ratio as of the Closing Date after giving effect to the initial Revolving Loans, if any, made on the Closing Date.
(b) The Administrative Agent shall be satisfied that all actions have been taken that are necessary in order for the Administrative Agent to have a valid, perfected, first priority security interest in all of the Collateral, subject only to Permitted Encumbrances.
(c) The Administrative Agent shall have received one or more favorable written opinions of counsel to the Note Parties, dated the Amendment Closing Date and addressed to the Administrative Agent and the Holders, as to such matters concerning the Note Parties, the Note Documents and the validity validity, perfection and perfection priority of the security interests of the Administrative Agent in the Collateral as the Administrative Agent may reasonably request.
(d) Any fees required to be paid on or before the Amendment Closing Date shall have been paid or will be paid in accordance with this Agreement.
(e) Concurrently with Unless waived by the funding of the Initial Term Loans hereunderAdministrative Agent, the Company shall pay to have paid all Attorney Costs of the Administrative Agent for to the account extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the Existing Holders all interest and fees which have accrued under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Existing Note Agreement in respect of the Existing Term Loans Company and the Existing Revolving Credit Facility but remain unpaid as of Administrative Agent); provided that in each case, the Amendment Closing DateCompany is required to pay such Attorney Costs pursuant to Section 12.04.
(f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
Appears in 1 contract
Samples: Revolving Credit Facility (NewStar Financial, Inc.)
Conditions to Effectiveness of this Agreement and Initial Borrowing. The effectiveness of this Agreement and the obligation of the Holders to make the Initial Term Loans initial Loan hereunder is subject to the prior or concurrent satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Person, each dated the Amendment Closing Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, the Security Agreement, the Initial Term Notes, the Subsidiary Reaffirmation of Guaranty and the other Note Documents, sufficient in number for distribution to the Administrative Agent, each Holder and the Company;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Documents to which such Note Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party is duly organized or formed, and that each Note Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization or formation could not reasonably be expected to result in a Material Adverse Effect;
(iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; and;
(v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing as of the Amendment Closing Date, or would result from the occurrence thereof; (C) there shall be no Law or Judgment binding on any Note Party Party, and the Administrative Agent shall not have received from the Company any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since December 31June 30, 2012 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(vi) a Borrowing Base Certificate setting forth the Borrowing Base as of the Amendment Closing Date, after giving effect to the initial Loans, if any, made on the Amendment Closing Date.
(b) The Administrative Agent shall be satisfied that all actions have been taken that are necessary in order for the Administrative Agent to have a valid, perfected, first priority security interest in all of the Collateral, subject only to Permitted Encumbrances.
(c) The Administrative Agent shall have received one or more favorable written opinions of counsel to the Note Parties, dated the Amendment Closing Date and addressed to the Administrative Agent and the Holders, as to such matters concerning the Note Parties, the Note Documents and the validity validity, perfection and perfection priority of the security interests of the Administrative Agent in the Collateral as the Administrative Agent may reasonably request.
(d) Any fees required to be paid on or before the Amendment Closing Date shall have been paid or will be paid in accordance with this Agreement.
(e) Concurrently with the funding of the Initial Term Loans hereunder, the Company shall pay to the Administrative Agent for the account of the Existing Holders all interest and fees which have accrued under the Existing Note Agreement in respect of the Existing Term Loans and the Existing Revolving Credit Facility but remain unpaid as of the Amendment Closing Date.
(f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
Appears in 1 contract
Conditions to Effectiveness of this Agreement and Initial Borrowing. The effectiveness of this Agreement and the obligation of each Lender to fund the Holders to make initial Borrowing hereunder on or after the Initial Term Loans hereunder Effective Date is subject to the prior or concurrent satisfaction of the following conditions precedentprecedent on or before such date:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or facsimiles “PDFs” (followed promptly by originalsoriginals (if requested)) unless otherwise specified, each properly executed by a Responsible Officer of the signing PersonLoan Party (as applicable), each dated the Amendment Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach Lender:
(i) executed counterparts of this Agreement, the Security Agreement, the Initial Term Notes, the Subsidiary Guaranty and the other Note Documents, sufficient in number for distribution to the Administrative Agent, each Holder Lender and the Company;
(ii) such certificates Notes executed by the Company in favor of resolutions each Lender that has requested Notes at least two (2) Business Days in advance of the Effective Date; CHAR1\1718846v5
(iii) a certificate signed by a Responsible Officer, secretary or assistant secretary, manager, director, or other action, incumbency certificates and/or other certificates of Responsible Officers individual performing similar functions of each Note Loan Party as the Administrative Agent may reasonably require require:
(A) certifying that attached thereto is a true, correct and complete copy of (1) the articles or certificate of incorporation or formation (or the equivalent Organization Document), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the governing Organization Documents of such Loan Party as in effect on the Effective Date, and (3) resolutions duly adopted by the governing body of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Loan Documents to which such Note Loan Party is a party; and
(B) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party;
(iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Loan Party is duly organized or formed, and that each Note Party of the Loan Parties is validly existing, in good standing or the equivalent thereof (to the extent applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization incorporation or formation could not reasonably be expected to result in a Material Adverse Effectorganization;
(ivv) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (and expressly permitting reliance by successors and assigns of the Administrative Agent and each Lender), as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Company each Loan Party stating that no approval, consent, license exemption, authorization, or approval other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery and or performance by any Note Party and the validity against such Note Loan Party of the Note Documents to which it is a party, this Agreement or any other than those consents, licenses and approvals that have already been obtained; andLoan Document;
(vvii) a certificate signed by a Responsible Officer of the Company certifying that (A) that the representations conditions specified in Sections 4.02(a) and warranties of the Company contained in Article V or any other Note Document(b) have been satisfied, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing as of the Amendment Closing Date, or would result from the occurrence thereof; (C) there shall be no Law or Judgment binding on any Note Party which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) that there has been no event or circumstance since December 31, 2012 the date of the Audited Financial Statements that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect.;
(bviii) The Administrative Agent shall be satisfied that all actions have been taken that are necessary in order for a certificate signed by the Administrative Agent to have a validchief financial officer, perfected, first priority security interest in all treasurer or controller of the Collateral, subject only Company certifying that after giving effect to Permitted Encumbrances.this Agreement and the transactions CHAR1\1718846v5 contemplated hereby on the Effective Date the Company and its Restricted Subsidiaries (taken as a whole) are Solvent; and
(cix) The Administrative Agent shall have received one or more favorable written opinions of counsel to the Note Parties, dated the Amendment Closing Date and addressed to the Administrative Agent and the Holders, as to such matters concerning the Note Parties, the Note Documents and the validity and perfection of the security interests of the Administrative Agent in the Collateral as the Administrative Agent may reasonably request.
(d) Any fees required to be paid on or before the Amendment Closing Date shall have been paid or will be paid in accordance with this Agreement.
(e) Concurrently with the funding of the Initial Term Loans hereunder, the Company shall pay to the Administrative Agent for the account of the Existing Holders all interest and fees which have accrued under the Existing Note Agreement in respect of the Existing Term Loans and the Existing Revolving Credit Facility but remain unpaid as of the Amendment Closing Date.
(f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require.
(b) There shall not be any actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Loan Parties or any of their respective Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (ii) could reasonably be expected to have a Material Adverse Effect.
(c) The Administrative Agent shall have received at least five (5) Business Days prior to the Effective Date all documentation and information required by regulatory authorities under applicable “know your customer” rules and regulations and Anti-Money Laundering Laws, including the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders in writing at least ten (10) Business Days prior to the Effective Date.
(d) The Company, to the extent the Company qualifies as a “legal entity customer”, shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to the Company, in each case at least five (5) Business Days prior to the Effective Date, to the extent such Beneficial Ownership Certification is requested by the Administrative Agent or the applicable Lender in writing at least ten (10) Business Days prior to the Effective Date.
(e) Any fees and expenses required to be paid on or before the Effective Date under the Fee Letter or under any other Loan Document shall have been paid.
(f) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).
(g) The Administrative Agent shall have received evidence that an amendment to the Existing Revolving Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, is effective (or will be effective simultaneously with the effectiveness of this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. CHAR1\1718846v5
Appears in 1 contract
