Conditions to First Advance. The Lenders' obligations to make the first Advance shall be subject to compliance by the Borrower with its agreements contained in this Agreement, and to the condition precedent that the Lenders shall have received each of the following, in form and substance satisfactory to the Agent, Lenders and their counsel or in the form attached hereto as an Exhibit, as the case may be: (a The Lender Agreements, including but not limited to the Guaranty Agreement and the Notes, duly executed by the Borrower. (b Copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Notes and the other Lender Agreements to which the Borrower is a party, certified by the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower (which certificate shall state that such resolutions are in full force and effect). (c A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower certifying the name and signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the other Lender Agreements to which the Borrower is a party and the other documents to be delivered by the Borrower hereunder. (d Certificates of legal existence and corporate good standing for the Borrower of recent date issued by the appropriate governmental authorities. (e Certificate of tax good standing for the Borrower of recent date issued by the appropriate governmental authorities. (f Certified copies of the Certificate of Incorporation of Borrower. (g Copies of By-laws of the Borrower certified by the Secretary or Assistant Secretary (or Clerk or Assistant Clerk) to be a true and correct copy thereof. (h The opinions of counsel to the Borrower, dated the date of execution of this Agreement, in substantially the form of Exhibit F hereto. (i A certificate of a duly authorized officer of the Borrower, dated the date of the first Advance, to the effect that (i) all conditions precedent on the part of the Borrower to the execution and delivery hereof and the making of the first Advance has been satisfied, (ii) the representations and warranties of the Borrower herewith and in all other Lender Agreements are true and correct as of the date hereof, (iii) no material litigation affecting the Borrower or its Subsidiaries exists, (iv) the absence of any material adverse change in the business, operations, assets, financial condition or prospects of the Borrower and its Subsidiaries, as specified in Section 5.12 thereto, (v) the Borrower has received all necessary governmental and third party approvals and is in compliance with all applicable laws, and (vi) upon execution and delivery of this Agreement and all other Lender Agreements no Default will exist hereunder and thereunder. (j A Compliance Certificate dated the date of the first Advance if requested by Agent.
Appears in 1 contract
Samples: Credit Agreement (Pc Connection Inc)
Conditions to First Advance. The LendersBanks' obligations to make the first Advance shall be subject to compliance by the Borrower Loan Panics with its their respective agreements contained in this Agreement, and to the condition precedent that the Lenders Banks shall have received each of the following, in form and substance satisfactory to the Banks and the Agent, Lenders and their 's counsel or in the form attached hereto as an Exhibit, as the case may be:
(a The Lender Agreements, including but not limited to a) the Guaranty Agreement and the Notes, Notes duly executed by the Borrower.Borrower in favor of each Bank;
(b Copies b) the Affiliate Guaranty Agreement duly executed by each of the Affiliate Guarantors;
(c) copies of the resolutions of the Board of Directors of each of the Borrower Loan Parties and each of the Affiliate Guarantors authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Affiliate Guaranty Agreement, and the other Lender Bank Agreements to which the Borrower each of them is a party, certified by the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower each such corporation (which certificate shall state that such resolutions are in full force and effect).;
(c A d) a certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of each of the Borrower Loan Parties and each of the Affiliate Guarantors certifying the name and signatures of the officers of the Borrower each such corporation authorized to sign this Agreement, the Notes, the Affiliate Guaranty Agreement, and the other Lender Bank Agreements to which the Borrower each such corporation is a party and the other documents to be delivered by the Borrower Loan Parties hereunder.;
(d Certificates e) certificates of legal existence and corporate or good standing for each of the Borrower Loan Parties and each of recent date the Affiliate Guarantors issued by the appropriate Delaware, Massachusetts and other governmental authorities.;
(e Certificate f) the opinion of tax good standing for the Borrower of recent date issued by the appropriate governmental authorities.
(f Certified copies of the Certificate of Incorporation of Borrower.
(g Copies of By-laws of the Borrower certified by the Secretary or Assistant Secretary (or Clerk or Assistant Clerk) to be a true and correct copy thereof.
(h The opinions of Messrs. Brown, Rudnick, Freed & Gesmer, counsel to the BorrowerLoan Parties and the Affiliate Guarantors, dated the date of execution of this Agreement, in substantially the form of Exhibit F EXHIBIT C hereto.;
(i A g) a certificate of a duly authorized officer officers of each of the BorrowerLoan Parties, dated the date of the first Advanceexecution of this Agreement, to the effect that (i) all conditions precedent on the part of the Borrower to the execution and delivery hereof and the making of the first Advance has been satisfied, (ii) the representations and warranties of the Borrower herewith Loan Parties herein and in all other Lender Bank Agreements are true and correct as of the date hereof, (iiiii) no material litigation affecting all conditions precedent on the Borrower or its Subsidiaries exists, (iv) the absence pan of any material adverse change in the business, operations, assets, financial condition or prospects each of the Borrower Loan Parties to the execution and its Subsidiaries, as specified in Section 5.12 thereto, (v) the Borrower has received delivery hereof and of all necessary governmental and third party approvals and is in compliance with all applicable lawsother Bank Agreements have been satisfied, and (viiii) upon execution and delivery of this Agreement and all other Lender Bank Agreements no Default will exist hereunder and or thereunder.; and
(j A Compliance Certificate dated h) such other documents, certificates and opinions as the date of the first Advance if requested by AgentAgent or any Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Uno Restaurant Corp)
Conditions to First Advance. The Lenders' obligations to make the first Advance shall be subject to compliance by the Borrower with its agreements contained in this Agreement, and to the condition precedent that the Lenders shall have received each of the following, in form and substance satisfactory to the Agent, Lenders and their counsel or in the form attached hereto as an Exhibit, as the case may be:
(a a) The Lender Agreements, including but not limited to the Guaranty Agreement Agreements and the Notes, Notes duly executed by the Borrower.
(b b) Copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Notes and the other Lender Agreements to which the Borrower is a party, certified by the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower (which certificate shall state that such resolutions are in full force and effect).
(c c) A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower certifying the name and signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the other Lender Agreements to which the Borrower is a party and the other documents to be delivered by the Borrower hereunder.
(d d) Certificates of legal existence and corporate good standing for the Borrower of recent date issued by the appropriate governmental authorities.
(e e) Certificate of tax good standing for the Borrower of recent date issued by the appropriate governmental authorities.
(f f) Certified copies of the Certificate of Incorporation of Borrower.
(g g) Copies of By-laws of the Borrower certified by the Secretary or Assistant Secretary (or Clerk or Assistant Clerk) to be a true and correct copy thereof.
(h h) The opinions of counsel to the Borrower, dated the date of execution of this Agreement, in substantially the form of Exhibit F hereto.
(i i) A certificate of a duly authorized officer of the Borrower, dated the date of the first Advance, to the effect that (i) all conditions precedent on the part of the Borrower to the execution and delivery hereof and the making of the first Advance has been satisfied, (ii) the representations and warranties of the Borrower herewith and in all other Lender Agreements are true and correct in all material respects except for (a) representations and warranties made as of a specified earlier date, which remain true and correct as of such earlier date, and (b) transactions and other matters permitted by hereby or the date hereofother Lender Agreements, (iii) no material litigation affecting the Borrower or its Subsidiaries exists, (iv) the absence of any material adverse change in the business, operations, assets, financial condition or prospects of the Borrower and its Subsidiaries, as specified in Section 5.12 thereto, (v) the Borrower has received all necessary governmental and third party approvals and is in compliance with all applicable laws, and (vi) upon execution and delivery of this Agreement and all other Lender Agreements no Default will exist hereunder and thereunder; and (iv) all governmental and third-party approvals necessary for the execution and delivery of the Lender Agreements by the Borrower and the consummation of the financing transactions contemplated hereby have been obtained, and Borrower is, and will be, after giving effect to the transactions contemplated by this Agreement, in compliance with all applicable laws except to the extent that a failure to do so will not have a Material Adverse Effect.
(j j) A Compliance Certificate dated the date of the first Advance if requested Advance.
(k) [Intentionally omitted.]
(l) A Certificate of the Chief Financial Officer or the Treasurer of Borrower, in form and substance satisfactory to Agent, dated the date of the first Advance, regarding (i) payment of all taxes by Borrower, (ii) filing of all required tax returns, and (iii) solvency of Borrower.
(m) Certificates of insurance issued to the Agent from an independent insurance broker dated the Closing Date, in form and substance satisfactory to the Agent, certifying as to the insurance on the assets of the Borrower and its Subsidiaries as required by the Agent.
(n) Such other documents, certificates and opinions as the Agent or the Lenders may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc)
Conditions to First Advance. The Lenders' obligations to make the first Advance shall be subject to compliance by the Borrower with its agreements contained in this Agreement, and to the condition precedent that the Lenders Agent shall have received each of the following, in form and substance satisfactory to the Agent, Lenders and their counsel or in the form attached hereto as an Exhibit, as the case may be:
(a a) The Lender Agreements, including but not limited to the Guaranty Agreement Agreements and the Notes, duly executed by the BorrowerBorrower and the Guarantors.
(b b) Copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Notes and the other Lender Agreements to which the Borrower is a party, certified by the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower (which certificate shall state that such resolutions are in full force and effect).
(c c) A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Borrower certifying the name and signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the other Lender Agreements to which the Borrower is a party and the other documents to be delivered by the Borrower hereunder.
(d d) Certificates of legal existence and corporate good standing for the Borrower of recent date issued by the appropriate governmental authorities.
(e Certificate e) Evidence that a certificate of tax good standing for the Borrower has been requested from the appropriate governmental authorities.
(f) Certificates of foreign qualification for the Borrower of recent date issued by the appropriate governmental authoritiesauthorities in the states of New Jersey, Minnesota and West Virginia.
(f g) Certified copies of the Certificate of Incorporation of Borrower.
(g h) Copies of By-laws of the Borrower certified by the Secretary or Assistant Secretary (or Clerk or Assistant Clerk) to be a true and correct copy thereof.
(h i) The opinions of counsel to the Borrower, dated the date of execution of this Agreement, in substantially the form of Exhibit F hereto.
(i j) A certificate of a duly authorized officer of the Borrower, dated the date of the first Advance, to the effect that (i) all conditions precedent on the part of the Borrower to the execution and delivery hereof and the making of the first Advance has been satisfied, (ii) the representations and warranties of the Borrower herewith herein and in all other Lender Agreements are true and correct as of the date hereof, (iii) no material litigation affecting the Borrower or its Subsidiaries exists, (iv) the absence of any material adverse change in the business, operations, assets, financial condition or prospects of the Borrower and its Subsidiaries, as specified in Section 5.12 thereto, (v) the Borrower has received all necessary governmental and third party approvals and is is, and will be after giving effect to the transactions contemplated by this Agreement, in compliance with all applicable laws, except for any immaterial violations, and (viiv) upon execution and delivery of this Agreement and all other Lender Agreements no Default will exist hereunder and thereunder.
(j k) A Compliance Certificate dated the date of the first Advance if requested by Agent.
(l) A Certificate of the Chief Financial Officer of Borrower, in form satisfactory to Agent, dated the date of the first Advance, certifying (i) as to the payment of all taxes by Borrower, (ii) as to the filing of all required tax returns, and (iii) that the Borrower is Solvent.
(m) If requested by the Agent, certificates of insurance issued to the Agent from an independent insurance broker dated the Closing Date, in form and substance satisfactory to the Agent, certifying as to the insurance on the assets of the Borrower and its Subsidiaries as required by the Agent.
(n) Copies of the resolutions of the Board of Directors of each of the Guarantors authorizing the execution, delivery and performance of the Lender Agreements to which such Guarantor is a party, certified by the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Guarantor (which certificate shall state that such resolutions are in full force and effect).
(o) A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of each of the Guarantors certifying the name and signatures of the officers of such Guarantor authorized to sign the Lender Agreements to which such Guarantor is a party and the other documents to be delivered by such Guarantor hereunder.
(p) Certificates of legal existence and corporate good standing for each of the domestic Guarantors of recent date issued by the appropriate governmental authorities.
(q) Certificates of tax good standing for each of the domestic Guarantors of recent date issued by the appropriate governmental authorities.
(r) Certified copies of the Certificates of Incorporation of each of the Guarantors.
(s) Copies of By-laws of each of the Guarantors certified by the Secretary or Assistant Secretary (or Clerk or Assistant Clerk) to be a true and correct copy thereof.
(t) The opinions of counsel to each domestic Guarantor in substantially the form of Exhibit G hereto.
(u) A certificate of a duly authorized officer of each of the Guarantors, dated the date of the first Advance, to the effect that (i) the representations and warranties of the Borrower and such Guarantor as they relate to such Guarantor herein and in all other Lender Agreements are true and correct as of the date hereof, (ii) such Guarantor has received all necessary governmental and third party approvals in connection with its Guaranty Agreement and all other Lender Agreements to which it is a party and is, and will be after giving effect to the transactions contemplated by its Guaranty Agreement and all other Lender Agreements to which it is a party, in compliance with all applicable laws, except for any immaterial violations, and (iii) upon execution and delivery by such Guarantor of its Guaranty Agreement and all other Lender Agreements to which it is a party, no Default will exist thereunder.
(v) A Certificate of the Chief Financial Officer of each of the Guarantors, in form satisfactory to Agent, dated the date of the first Advance, certifying (i) as to the payment of all taxes by such Guarantor, (ii) as to the filing of all required tax returns by such Guarantor, and (iii) that such Guarantor is Solvent.
(w) Such other documents, certificates and opinions as the Agent or the Lenders may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Saucony Inc)
