Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date; (iii) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, New York counsel to the Loan Parties; (iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2; (v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii); (vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and (vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
Conditions to Restatement Effective Date. The amendment and restatement of the Existing Credit Agreement contemplated hereby and the obligation of each Lender to make Restatement Effective Date Term its initial Loans hereunder on the Restatement Effective Date and the L/C Issuer to issue Letters of Credit hereunder is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party on behalf of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselthe Arrangers:
(i) (x) executed counterparts of the Restatement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower and (y) a Committed Loan Notice in accordance with the requirements hereof;
(ii) Notes executed by the Borrower in favor of each Lender requesting Notes, evidencing the Term A Loans and the Committed Loans, as applicable;
(iii) [reserved];
(iv) a first priority security interest (subject to Permitted Liens) in all of the Equity Interests of each Guarantor owned by such certificates of good standing (Person; the Borrower and each such Guarantor shall have delivered to the extent Administrative Agent, or substantially concurrently with the Restatement Effective Date, will deliver to the Administrative Agent, all certificates, if any, evidencing such concept exists) from Equity Interests, all UCC-1s and all powers, duly endorsed in blank, with respect thereto; the applicable secretary of state Borrower and each such Guarantor shall have taken all actions as may be required by the Administrative Agent to effect the grant and first priority perfection of the state Administrative Agent’s security interest in such Equity Interests;
(v) all certificates, agreements or instruments representing or evidencing Securities Collateral (as defined in the Security Agreement), accompanied by instruments of organization of each Loan Partytransfer undated and endorsed in blank shall have been delivered to the Administrative Agent or substantially concurrently with the Restatement Effective Date, will be delivered to the Administrative Agent;
(vi) such certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Dateparty;
(iiivii) an such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed and validly existing in good standing;
(viii) a favorable opinion from Sxxxxxx Xxxxxxx of (i) Xxxxxx, Xxxx & Bxxxxxxx Xxxxxxxx LLP, New York counsel to the Loan Parties, and (ii) Xxxxx Xxxx LLP, FCC counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, and each in form and substance reasonably satisfactory to the Administrative Agent;
(ivix) a solvency certificate from of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the chief financial officerexecution, chief accounting officer delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or other officer with equivalent duties (B) stating that no such consents, licenses or approvals are so required;
(x) a certificate of the Borrower certifying (after giving effect A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2021 that has had or could be reasonably expected to the Transactions) substantially have, either individually or in the form attached hereto as Exhibit E-2aggregate, a Material Adverse Effect;
(vxi) evidence that all amounts outstanding under the Existing Credit Agreement have been, or concurrently with the Restatement Effective Date are being paid;
(xii) a certificatePerfection Certificate, dated the Restatement Effective Date and signed executed by a Responsible Officer of the Borrowereach Loan Party, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii)together with all attachments contemplated thereby;
(vixiii) the Perfection Certificatecertified copies of UCC, duly completed United States Patent and executed Trademark Office and United States Copyright Office, tax and judgment lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents in such jurisdictions requested by the Loan PartiesAdministrative Agent; and
(viixiv) copies of UCC, tax and judgment Lien searches insurance certificates with respect to the Loan Parties in each jurisdiction reasonably requested insurance policy required by Section 6.07 which shall name the Administrative Agent Agent, on behalf of the Secured Parties, as of a date reasonably lender loss payee, mortgage and/or additional insured, as applicable, in form and substance satisfactory to the Administrative Agent.
(b) The Closing Fees and all Any fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days or before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiespaid.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(ii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP, New York counsel to the Loan Parties;
(iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
(e) The Administrative Agent shall have received at least 3 Business Days prior to the Restatement Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Restatement Effective Date.
(f) Since December 31, 2014 through April 16, 2015, there has not been any “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015). Since April 16, 2015, there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015).
(g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing of Restatement Effective Date Term Loans on the Restatement Effective Date, in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended, waived or otherwise modified in any material respect by Borrower, nor shall Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders).
(h) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under Section 6.07(c) hereof). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed the Restatement 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 Restatement Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(ii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, New York counsel to the Loan Parties;
(iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
(e) The Administrative Agent shall have received at least 3 Business Days prior to the Restatement Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Restatement Effective Date.
(f) Since December 31, 2014 through April 16, 2015, there has not been any “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015). Since April 16, 2015, there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015).
(g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing of Restatement Effective Date Term Loans on the Restatement Effective Date, in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended, waived or otherwise modified in any material respect by Borrower, nor shall Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders).
(h) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mmortgaged Pproperty in form and substance reasonably satisfactory to the Administrative Agent (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under Section 6.07(c) hereofthis Agreement at such time). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed the Restatement 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 Restatement Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(ii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP, New York counsel to the Loan Parties;
(iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
(e) The Administrative Agent shall have received at least 3 Business Days prior to the Restatement Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Restatement Effective Date.
(f) Since December 31, 2014 through April 16, 2015, there has not been any “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015). Since April 16, 2015, there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on April 16, 2015).
(g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing of Restatement Effective Date Term Loans on the Restatement Effective Date, in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended, waived or otherwise modified in any material respect by Borrower, nor shall Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders).
(h) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under SectionSection 6.07(c) hereof). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this SectionSection 4.01, each Lender that has signed the Restatement 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 Restatement Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Restatement Effective Date. The obligation effectiveness of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date amendment and restatement of the Original Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agentprecedent set forth in this Section 4.02:
(a) The Receipt by the Administrative Agent’s receipt Agent of each of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with Executed counterparts of (A) this Agreement, executed and delivered by the requirements hereofBorrower, each Agent and each Lender listed on Schedule 1.01A and (B) the Guarantee Agreement, executed and delivered by each Guarantor;
(ii) such certificates of good standing (to the extent such concept exists) A certificate from the applicable a Responsible Officer, secretary or assistant secretary of state each of the state Borrower and each Guarantor covering incumbency and attaching resolutions of organization the Borrower or such Guarantor’s Board of each Loan PartyDirectors authorizing the execution, certificates delivery and performance of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party it is a party or is party; and
(iii) All information requested by any Lender, in writing at least 5 Business Days prior to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, New York counsel to the Loan Parties;extent necessary to enable such Lender to identify the Borrower to the extent required for compliance with the PATRIOT Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least three Business Days prior to the Restatement Effective Date).
(iv) a solvency certificate from Such evidence as the chief financial officer, chief accounting officer or other officer with equivalent duties of Administrative Agent may reasonably request to verify that the Borrower (after giving effect to the Transactions) substantially and each Guarantor is duly organized or formed, validly existing and in the form attached hereto as Exhibit E-2;good standing in its jurisdiction of organization, including certified copies of its organizational documents and certificates of good standing; and
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer An opinion of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect counsel to the Loan Parties Borrower and the Guarantors addressed to the Lenders in each jurisdiction reasonably requested by the Administrative Agent as of a date form and substance reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees Transactions shall be consummated substantially concurrently with the amendment and all fees restatement of the Original Credit Agreement in the form of this Agreement.
(c) The Lenders shall have received (i) audited financial statements of each of Comcast and expenses due NBCUniversal Media for the three most recent fiscal years ended at least 90 days prior to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (ii) unaudited consolidated financial statements of each of Comcast and NBCUniversal Media for each interim quarterly period ended after the latest fiscal year referred to in the case of expensesclause (i) invoiced above (which interim quarterly period shall have ended at least three Business Days before 45 days prior to the Restatement Effective Date (except as otherwise reasonably agreed by Date), and unaudited consolidated financial statements for the Borrower) shall have been paid from the proceeds same period of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummatedfiscal year.
(d) Each of the letters of credit under the Original Credit Agreement shall have been discharged, transferred or otherwise modified such that the Existing Letters of Credit will no longer constitute “Letters of Credit” outstanding under the Original Credit Agreement.
(e) The Original Lenders, the Administrative Agent and the other parties to the Original Credit Agreement shall have received payment of all Obligations (as defined in the Original Credit Agreement) required to be paid by NBCUniversal Media under the terms of the Original Credit Agreement.
(f) The Lenders and the Administrative Agent and the Lead Arrangers shall have received all fees and out-of-pocket expenses required to be paid hereunder or under the Pro Forma Financial StatementsOriginal Credit Agreement to the extent invoiced at least two Business Days prior to the Restatement Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which This Agreement shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of effective on the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseldate on which:
(i) a Committed Loan Notice in accordance with before and after giving effect to this Agreement and the requirements hereof;2000 Reorganization and other transactions contemplated hereby, (A) the representations and warranties of each Borrower under Article 5 hereof shall be true and correct, (B) no default or event of default shall have occurred and be continuing under the 1998 Subordinated Debentures, and (C) no Default or Event of Default under the Original Credit Agreement shall have occurred and be continuing; and
(ii) such certificates the Agent and the Lenders shall be reasonably satisfied with the terms of good standing the 2000 Reorganization; and
(iii) the Lenders shall have received each of the following, in form and substance satisfactory to the extent such concept existsAgent and its counsel or in the form attached hereto as an Exhibit, as the case may be:
(A) from The Revolving Credit Notes, duly executed by the applicable secretary Borrowers.
(B) The Consent and Amendment to the Collateral Documents and the Credit Support Agreements, in substantially the form of state Exhibit E hereto, duly executed by each of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized Parties.
(C) Revised Schedules to act as a Responsible Officer in connection with this Agreement from each Borrower.
(D) A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the Existing Borrower, certifying (I) the full force and effect of true and complete copies of the resolutions of the general partner of the Existing Borrower authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Loan Documents Lender Agreements to which such Loan Party the Existing Borrower is a party or is to be a party and (II the name and signatures of the officers of the Existing Borrower authorized to sign this Agreement, the Revolving Credit Notes, the other Lender Agreements to which the Existing Borrower is or is to be a party and the other documents to be delivered by the Existing Borrower hereunder.
(E) A certificate of the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of the New Borrower, certifying (I) the full force and effect of true and complete copies of the resolutions of the general partner of the New Borrower authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Lender Agreements to which the New Borrower is or is to be a party and (II the name and signatures of the officers of the New Borrower authorized to sign this Agreement, the Revolving Credit Notes and the other Lender Agreements to which the New Borrower is or is to be a party and the other documents to be delivered by the New Borrower hereunder.
(F) True and correct copies of each agreement, document and instrument executed by any Borrower or delivered by any Borrower, in connection with the Holdings Distribution or any other aspect of the 2000 Reorganization (collectively, the "2000 Reorganization Documents"), certified by the Secretary or Assistant Secretary of either Borrower which 2000 Reorganization Document shall be reasonably satisfactory in form and substance to the Agent.
(G) A copy of the Certificate of Limited Partnership of each Borrower certified by the Secretary of State of the State of Delaware dated reasonably proximate to the Restatement Effective Date.
(H) Certificates of legal existence and corporate good standing for each Borrower issued by the Secretary of State or other appropriate governmental authority, of the State of Delaware.
(I) Certificate of tax good standing for each Borrower of recent date issued by the appropriate Delaware governmental authorities.
(J) A certificate of a duly authorized officer of each Borrower, dated the Restatement Effective Date, certifying the matters set forth in Section 3.3(a) above and that all other conditions precedent on the part of such Borrower to the execution and delivery hereof and Restatement Effective Date have been duly performed or otherwise satisfied.
(K) A Compliance Certificate of each Borrower dated the Restatement Effective Date.
(L) Evidence of the solvency of each Borrower.
(M) The opinion of Gibson, Dunn & Crutcher LLP, counsel to the Loan Pxxxxxx, xxxxd txx xxxx of execution of this Agreement, in substantially the form of Exhibit F attached hereto.
(N) Such other documents, certificates and opinions as the Agent or the Existing Lender may reasonably request.
(O) Payment of the Agent's one-time amendment fee of $12,500, which fee shall be earned in full by the Agent on the Restatement Effective Date;.
(iiiP) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLPThe Subordination Agreement dated as of the date hereof made by the Existing Borrower and BCLP II GP, New York counsel Inc. in favor of the Lenders and the Agent in form and substance reasonably acceptable to the Loan Parties;
(iv) a solvency certificate from Agent, together with the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative AgentBCLP II Subordinated Note.
(b) The Closing Fees and all fees and expenses due Existing Lender hereby agrees to return to the Lead Arrangers Existing Borrower the promissory note made thereby in favor of the Existing Lender under the Original Credit Agreement (or an affidavit of lost note in form and their Affiliates required substance reasonably acceptable to the Existing Borrower), after the Existing Lender receives the Revolving Credit Notes. Notwithstanding the failure of the Existing Lender to so deliver such promissory note, such promissory note is and shall be deemed to be paid on cancelled as of the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the FacilitiesDate.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
Samples: Credit Agreement (Boston Celtics Limited Partnership Ii /De/)
Conditions to Restatement Effective Date. The obligation amendment and restatement of each Lender to make this Agreement being effected hereby shall become effective on the date (the "Restatement Effective Date Term Loans hereunder Date") on which the Restatement Effective Date is subject to satisfaction Agent has received, with copies for each Bank, each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agentfollowing:
(a) The Administrative Agent’s receipt a certificate of the followingSecretary or an Assistant Secretary of the Borrower, each dated the date of such Loan, substantially in the form of Schedule 2.01(a), to which shall be originals or pdf attached copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each resolutions and by-laws referred to in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereofsuch certificate;
(iib) such certificates a copy of the certificate of incorporation of the Borrower, certified as of a recent date by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation;
(c) a good standing (certificate with respect to the extent such concept exists) from Borrower, issued as of a recent date by the applicable secretary Secretary of state State or other appropriate official of the state jurisdiction of organization the Borrower's incorporation, together with a telegram from such Secretary of State or other official, updating the information in such certificate;
(d) an opinion of counsel for the Borrower, dated the date of such Loan, substantially in the form of Schedule 2.01(d);
(e) a duly executed Base Rate Note and LIBOR Note for each Bank, each dated the Restatement Effective Date and in the amount of each Loan PartyBank's Commitment, certificates as increased as of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, New York counsel to the Loan Parties;
(ivf) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(iiSchedule 2.01(f);
(vig) a certificate of a corporate officer of the Borrower certifying that, at and as of the Restatement Effective Date, (i) all of the Representations and Warranties shall be true and correct and (ii) no Default shall have occurred and be continuing;
(h) the Perfection Certificate, duly completed and executed by Agent shall have received all materials as the Loan PartiesAgent or the Required Banks may have requested pursuant to Section 5.01(c)(ii) that may reasonably be produced prior to the Restatement Effective Date; and
(viii) copies of UCC, tax all legal matters incident to such amendment and judgment Lien searches with respect to restatement and the Loan Parties in each jurisdiction reasonably requested other transactions contemplated by the Administrative Agent as of a date reasonably this Agreement shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Administrative AgentAgent and the Banks.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
Conditions to Restatement Effective Date. The obligation of each Lender to make Restatement Effective Date Term Loans hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(ii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP, New York counsel to the Loan Parties;
(iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
Samples: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC)
Conditions to Restatement Effective Date. The obligation effectiveness of each Lender the amendment and restatement of the Original Credit Agreement pursuant to make Restatement Effective Date Term Loans hereunder this Agreement on the Restatement Effective Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be originals or pdf copies facsimiles or other facsimiles Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Obligor, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement and a Committed reaffirmation agreement under the Guarantee and Security Agreement; and
(ii) a Note executed by the Company in favor of each Lender that has requested a Note at least three Business Days prior to the Restatement Effective Date;
(b) The Agent shall have received:
(i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Obligor authorizing the Transactions to which such Obligor is a party, certified as of the Restatement Effective Date by the Secretary or an Assistant Secretary of such Obligor (or in the case of a limited liability company, of its manager);
(ii) a certificate of the Secretary or Assistant Secretary of each Obligor (or in the case of a limited liability company, of its manager) certifying the names and true signatures of the officers of such Obligor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Obligor hereunder;
(iii) the articles or certificate of incorporation or equivalent document of each Obligor as in effect on the Restatement Effective Date, certified by the Secretary of State of its state of incorporation or organization as of a recent date;
(iv) the bylaws or equivalent document of each Obligor as in effect on the Restatement Effective Date, certified by the Secretary or Assistant Secretary of such Obligor as of the Restatement Effective Date; and
(v) a certificate of good standing or equivalent document for each Obligor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date.
(c) To the extent not received prior to the Restatement Effective Date pursuant to the Original Credit Agreement, the Agent shall have received:
(i) certificates representing the Pledged Equity (as defined in the Guarantee and Security Agreement) that constitutes certificated securities (as defined in the Uniform Commercial Code) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Guarantee and Security Agreement) indorsed in blank to the extent required by the Guarantee and Security Agreement;
(ii) financing statements in form appropriate for filing, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary in order to perfect the Liens created under the Guarantee and Security Agreement, covering the Collateral described in the Guarantee and Security Agreement;
(iii) filings in form appropriate for filing with the United States Patent and Trademark Office and United States Copyright Office (if applicable) together with evidence that all action that the Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement (as defined in the Guarantee and Security Agreement) has been taken or will be taken promptly after the Restatement Effective Date;
(iv) evidence of the completion of, or of arrangements reasonably satisfactory to the Agent for the completion of, all other actions, recordings and filings of or with respect to the Guarantee and Security Agreement that the Agent may deem necessary in order to perfect the Liens created thereby; and
(v) evidence reasonably acceptable to the Agent of payment or arrangements for payment by the Obligors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
(d) The Agent shall have received a written opinion, reasonably acceptable to the Agent in form and substance, (addressed to the Agent and the Lenders and dated the Restatement Effective Date) from each of (i) Xxxxxxxx, Lipton, Xxxxx & Xxxx LLP, counsel for the Obligors and (ii) Xxxxxx Xxxxxxxx & Xxxxxxx LLP, Delaware counsel for the Obligors.
(e) The Agent shall have been paid all accrued and unpaid fees, and reasonable costs and expenses to the extent then due and payable to the Agent on or before the Restatement Effective Date, including accrued and projected Attorney Costs of the Agent to the extent invoiced two (2) Business Days prior to the Restatement Effective Date.
(f) The Agent shall have received a certificate signed by a Responsible Officer on behalf of the Company, dated as of the Restatement Effective Date, certifying as to the matters set forth in Sections 4.01(i) and 4.01(j).
(g) The Company and each of the Subsidiary Guarantors shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received written requests therefor at least ten (10) Business Days prior to the Restatement Effective Date.
(h) The representations and warranties of the Company contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of the Restatement Effective 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 in all material respects, or true and correct, as the case may be, as of such earlier date.
(i) No Default or Event of Default shall have occurred and be continuing on such date immediately before or after giving effect to any proposed Credit Extension on the Restatement Effective Date.
(j) The Company shall have delivered to the Agent the financial statements referred to in Sections 5.11(a) and (b) hereto.
(k) If any Revolving Loans are to be made on the Restatement Effective Date, the Agent shall have received a Loan Notice in accordance with the requirements hereof;.
(iil) such certificates of good standing (All Existing Loans and all accrued and unpaid interest and fees under the Original Credit Agreement to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan 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 Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date;
(iii) an opinion from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, New York counsel to the Loan Parties;
(iv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;
(v) a certificate, dated but excluding the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(f), 4.01(g), 4.02(i) and 4.02(ii);
(vi) the Perfection Certificate, duly completed and executed by the Loan Parties; and
(vii) copies of UCC, tax and judgment Lien searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent as of a date reasonably satisfactory to the Administrative Agent.
(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Restatement Effective Date and (in the case of expenses) invoiced at least three Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from by the proceeds Company to the Agent for the account of the initial funding under the Facilitiesrelevant Lenders.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the making of Restatement Effective Date Term Loans, the Refinancing has been consummated.
(d) The Lead Arrangers shall have received the Pro Forma Financial Statements.
Appears in 1 contract
