Conditions to the Closing Date. The obligations of the Lenders to make Loans and of the Issuing Bank to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated a date on or prior to the Closing Date and each in form and substance satisfactory to the Administrative Agent and the Arrangers: (i) executed counterparts of this Agreement from the Borrower; (ii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower 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 the Borrower is a party or is to be a party; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied; (vi) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance reasonably satisfactory to the Administrative Agent; and (vii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”). (b) The Borrower shall have received not less than $1,000.0 million in gross cash proceeds from the sale of the Senior Notes. (c) All accrued fees and expenses of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) shall have been paid. The Borrower shall have paid all items then due and payable under the Fee Letter. (d) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 hereof.
Appears in 1 contract
Conditions to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank Banks to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party (except as otherwise provided below), each dated a date on or prior to the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and the ArrangersAgent:
(i) executed counterparts of this Agreement from Agreement, duly executed by each Loan Party and each of the Borrowerother parties listed on the signature pages hereto;
(ii) counterparts of each Collateral Document required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with:
(A) certificates, if any, representing the Pledged Equity in the Borrower and in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of Excluded Subsidiary), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);
(B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of the Loan Parties that are parties to the Security Agreement, covering the Collateral described in the Security Agreement; and
(C) evidence that all other actions, recordings and filings required by the Collateral Documents (including the filing of the Intellectual Property Security Agreements with the United States Patent and Trademark Office and United States Copyright Office, as applicable) as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such Lender;
(iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Loan Parties 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 the Borrower is a party or is to be a partyDocuments;
(ivv) a certificate of good standing for the Borrower each Loan Party from its jurisdiction of organization;
(vvi) a certificate signed by the Chief Financial a Responsible Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vivii) a favorable opinion of SkaddenFried, ArpsFrank, SlateHarris, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Borrower, and the general counsel of the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance Lender (as of the Closing Date);
(viii) evidence reasonably satisfactory acceptable to the Administrative AgentCollateral Agent that all applicable insurance policies of the Loan Parties name the Collateral Agent as additional insured or loss payee, as appropriate;
(ix) the Perfection Certificate, duly completed and executed by the Borrower; and
(viix) evidence that a solvency certificate from the Existing Credit Agreement has been, or concurrently with chief financial officer of the Closing Date is being, terminated and all Liens securing obligations under Borrower (after giving effect to the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”Transactions).
(b) The Borrower shall have received not less than $1,000.0 million paid (or caused to be paid) all fees and expenses due to the Arrangers and the Lenders required to be paid on the Closing Date and, in gross cash proceeds from the sale case of expenses, to the Senior Notesextent a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Closing Date.
(c) All accrued fees and expenses On the Closing Date, neither the Borrower nor any of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) its Subsidiaries shall have been paid. The Borrower shall have paid all items then due any outstanding Indebtedness for borrowed money or Liens, other than the Revolving Facility (and payable Liens securing the Revolving Facility) and Indebtedness and Liens permitted under the Fee Letterthis Agreement.
(d) The Administrative Agent shall have received received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Closing Date. At least three Business Days prior to the Closing Date, the Borrower shall deliver a Borrowing Request Beneficial Ownership Certification in accordance relation to the Borrower.
(e) The IPO shall have been consummated (or shall be consummated substantially concurrently with the requirements effectiveness of Section 2.03 hereofthis Agreement).
(f) The Arrangers shall have received the Historical Financial Statements.
(g) Since December 31, 2018, there shall not have occurred any change, event, occurrence, development, condition or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.
Appears in 1 contract
Conditions to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank Banks to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerBorrower (except as otherwise provided below), each dated a date on or prior to the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and the ArrangersAgent:
(i) executed counterparts of this Agreement from Agreement, duly executed by the BorrowerBorrower and each of the other parties listed on the signature pages hereto;
(ii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such LenderXxxxxx;
(iii) such certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of the Borrower 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 the Borrower is a party or is to be a partyDocuments;
(iv) a certificate of good standing for the Borrower from its jurisdiction of organization;
(v) a certificate signed by the Chief Financial a Responsible Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vi) a favorable opinion of SkaddenXxxxx, ArpsXxxxx, SlateXxxxxx, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Borrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance reasonably Lender (as of the Closing Date);
(vii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transactions); and
(viii) receipt by the Administrative Agent of a payoff letter satisfactory to the Administrative Agent; and
(vii) evidence Agent to the effect that all commitments in favor of the Borrower under, and all of the principal, interest, fees and other sums owing by the Borrower under, and all Liens securing the obligations of the Borrower in connection with the Existing Credit Agreement has been, or concurrently with the Closing Date is being, shall have been terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”)satisfied in full.
(b) The Borrower shall have received not less than $1,000.0 million paid (or caused to be paid) all fees and expenses due to the Arrangers and the Lenders required to be paid on the Closing Date and, in gross cash proceeds from the sale case of expenses, to the Senior Notesextent a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Closing Date.
(c) All accrued fees and expenses On the Closing Date, neither the Borrower nor any of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) its Subsidiaries shall have been paid. The Borrower shall have paid all items then due any outstanding Indebtedness for borrowed money or Liens, other than the Revolving Facility and payable Indebtedness and Liens permitted under the Fee Letterthis Agreement.
(d) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Closing Date. At least three Business Days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.
(e) The Arrangers shall have received the Historical Financial Statements.
(f) Since December 31, 2022, there shall not have occurred any change, event, occurrence, development, condition or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a Borrowing Request in accordance with the requirements of Section 2.03 hereofwhole.
Appears in 1 contract
Conditions to the Closing Date. The obligations obligation of the Lenders L/C Issuer and each Lender to make Loans and of the Issuing Bank to make LC its initial Credit Extensions Extension hereunder shall become effective on the first date when each Closing Date is subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent:
(a) The Administrative Agent shall have received Agent's receipt of the following, each of which shall be originals, telecopies originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated a date on or prior to the Closing Date and each in form and substance satisfactory to the Administrative Agent and the ArrangersDate:
(i) a pledge agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Pledge Agreement"), duly executed counterparts by each Loan Party, together with:
(A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of this all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement,
(C) evidence that all other actions, recordings and filings that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement from the Borrowerhave been taken;
(ii) a promissory note executed by evidence of (A) the Borrower substantial simultaneous repayment, defeasance or call for redemption (together with concurrent discharge thereof), as applicable, of (i) the Existing Credit Agreements, (ii) the Borrower's 6.190% notes due July 5, 2016, (iii) the Borrower's 6.140% notes due January 20, 2017, (iv) the Borrower's 2.590% notes due September 28, 2017, (v) the Borrower's 3.275% notes due January 20, 2017 and (vi) the Borrower's 1.676% notes due May 25, 2022 (clauses (ii) through (vi), collectively, the "Existing Notes"), and (B) to the extent applicable, the termination of any commitments under any Indebtedness pursuant to clause (A), the release of any guarantees of such Indebtedness and, to the extent applicable, in favor each case, the discharge of each Lender requesting three Business Days in advance a promissory note evidencing all Liens and security interests securing such Indebtedness (including receipt of payoff letters, UCC-3 termination statements and other applicable terminations) (collectively, the Loan provided by such Lender;"Refinancing"); and
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower 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 the Borrower is a party or is to be a party;
(iv) a certificate of good standing for the Borrower from its jurisdiction of organization;
(v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vi) a favorable opinion of Skadden, Arps, Slate, Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP, counsel to the BorrowerLoan Parties and (B) a favorable opinion of D. Mxxxxxx Xxxxx, and Utah counsel to the general counsel of the BorrowerLoan Parties, in each case addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance reasonably satisfactory to the Administrative Agent; and
(vii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”)Lenders.
(b) The Borrower shall have received not less than $1,000.0 million in gross cash proceeds from the sale of the Senior Notes.
(c) All accrued fees and expenses of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) shall have been paid. The Borrower shall have paid all items then due and payable under the Fee Letter.
(d) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 hereof.
Appears in 1 contract
Conditions to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank Banks to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party (except as otherwise provided below), each dated a date on or prior to the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and the ArrangersAgent:
(i) executed counterparts of this Agreement from Agreement, duly executed by each Loan Party and each of the Borrowerother parties listed on the signature pages hereto;
(ii) counterparts of each Collateral Document required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with:
(A) certificates, if any, representing the Pledged Equity in the Borrower and in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of Excluded Subsidiary), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);
(B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of the Loan Parties that are parties to the Security Agreement, covering the Collateral described in the Security Agreement; and
(C) evidence that all other actions, recordings and filings required by the Collateral Documents (including the filing of the Intellectual Property Security Agreements with the United States Patent and Trademark Office and United States Copyright Office, as applicable) as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such LenderXxxxxx;
(iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Loan Parties 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 the Borrower is a party or is to be a partyDocuments;
(ivv) a certificate of good standing for the Borrower each Loan Party from its jurisdiction of organization;
(vvi) a certificate signed by the Chief Financial a Responsible Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vivii) a favorable opinion of SkaddenXxxxx, ArpsXxxxx, SlateXxxxxx, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Borrower, and the general counsel of the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance Lender (as of the Closing Date);
(viii) evidence reasonably satisfactory acceptable to the Administrative AgentCollateral Agent that all applicable insurance policies of the Loan Parties name the Collateral Agent as additional insured or loss payee, as appropriate;
(ix) the Perfection Certificate, duly completed and executed by the Borrower; and
(viix) evidence that a solvency certificate from the Existing Credit Agreement has been, or concurrently with chief financial officer of the Closing Date is being, terminated and all Liens securing obligations under Borrower (after giving effect to the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”Transactions).
(b) The Borrower shall have received not less than $1,000.0 million paid (or caused to be paid) all fees and expenses due to the Arrangers and the Lenders required to be paid on the Closing Date and, in gross cash proceeds from the sale case of expenses, to the Senior Notesextent a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Closing Date.
(c) All accrued fees and expenses On the Closing Date, neither the Borrower nor any of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) its Subsidiaries shall have been paid. The Borrower shall have paid all items then due any outstanding Indebtedness for borrowed money or Liens, other than the Revolving Facility (and payable Liens securing the Revolving Facility) and Indebtedness and Liens permitted under the Fee Letterthis Agreement.
(d) The Administrative Agent shall have received received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Closing Date. At least three Business Days prior to the Closing Date, the Borrower shall deliver a Borrowing Request Beneficial Ownership Certification in accordance relation to the Borrower.
(e) The IPO shall have been consummated (or shall be consummated substantially concurrently with the requirements effectiveness of Section 2.03 hereofthis Agreement).
(f) The Arrangers shall have received the Historical Financial Statements.
(g) Since December 31, 2018, there shall not have occurred any change, event, occurrence, development, condition or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.
Appears in 1 contract
Conditions to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank Banks to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party (except as otherwise provided below), each dated a date on or prior to the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and the ArrangersAgent:
(i) executed counterparts of this Agreement from Agreement, duly executed by each Loan Party and each of the Borrowerother parties listed on the signature pages hereto;
(ii) counterparts of each Collateral Document required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with:
(A) certificates, if any, representing the Pledged Equity in the Borrower and in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of Excluded Subsidiary), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);
(B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of the Loan Parties that are parties to the Security Agreement, covering the Collateral described in the Security Agreement; and
(C) evidence that all other actions, recordings and filings required by the Collateral Documents (including the filing of the Intellectual Property Security Agreements with the United States Patent and Trademark Office and United States Copyright Office, as applicable) as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such Lender;
(iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Loan Parties 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 the Borrower is a party or is to be a partyDocuments;
(ivv) a certificate of good standing for the Borrower each Loan Party from its jurisdiction of organization;
(vvi) a certificate signed by the Chief Financial a Responsible Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vivii) a favorable opinion of SkaddenFried, ArpsFrank, SlateHarris, Xxxxxxx Sxxxxxx & Xxxx Jxxxxxxx LLP, counsel to the Borrower, and the general counsel of the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance Lender (as of the Closing Date);
(viii) evidence reasonably satisfactory acceptable to the Administrative AgentCollateral Agent that all applicable insurance policies of the Loan Parties name the Collateral Agent as additional insured or loss payee, as appropriate;
(ix) the Perfection Certificate, duly completed and executed by the Borrower; and
(viix) evidence that a solvency certificate from the Existing Credit Agreement has been, or concurrently with chief financial officer of the Closing Date is being, terminated and all Liens securing obligations under Borrower (after giving effect to the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”Transactions).
(b) The Borrower shall have received not less than $1,000.0 million paid (or caused to be paid) all fees and expenses due to the Arrangers and the Lenders required to be paid on the Closing Date and, in gross cash proceeds from the sale case of expenses, to the Senior Notesextent a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Closing Date.
(c) All accrued fees and expenses On the Closing Date, neither the Borrower nor any of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) its Subsidiaries shall have been paid. The Borrower shall have paid all items then due any outstanding Indebtedness for borrowed money or Liens, other than the Revolving Facility (and payable Liens securing the Revolving Facility) and Indebtedness and Liens permitted under the Fee Letterthis Agreement.
(d) The Administrative Agent shall have received received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Closing Date. At least three Business Days prior to the Closing Date, the Borrower shall deliver a Borrowing Request Beneficial Ownership Certification in accordance relation to the Borrower.
(e) The IPO shall have been consummated (or shall be consummated substantially concurrently with the requirements effectiveness of Section 2.03 hereofthis Agreement).
(f) The Arrangers shall have received the Historical Financial Statements.
(g) Since December 31, 2018, there shall not have occurred any change, event, occurrence, development, condition or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.
Appears in 1 contract
Conditions to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank Banks to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the BorrowerBorrower (other than with respect to subclauses (iv) and (v) below), each dated a date on or prior to the Closing Date and each in form and substance satisfactory to the Administrative Agent and the ArrangersDate:
(i) executed counterparts of this Agreement from the Borrower;
(ii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such LenderXxxxxx;
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower 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 the Borrower is a party or is to be a party;
(iv) a certificate of good standing for the Borrower from its jurisdiction of organization;
(v) a customary opinion of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender (as of the Closing Date); and
(vi) a certificate signed by the Chief a Financial Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied;
(vi) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance reasonably satisfactory to the Administrative Agent; and
(vii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”).
(b) The Borrower shall have received not less than $1,000.0 million in gross cash proceeds from the sale of the Senior Notes.
(c) All accrued reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Arrangers (including in the case of legal fees, limited to the reasonable and documented fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special a single counsel for the Administrative Agent and the Arrangers) required to be paid on or before the Closing Date, in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date, shall have been paid. The Borrower shall have paid all items then due and payable under any separate letter agreements with respect to fees payable on or prior to the Fee LetterClosing Date in connection with the syndication of the Loans and Commitments.
(dc) The Solely in the event that the Borrower requests Borrowings on the Closing Date, the Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 hereof.
(d) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information regarding the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and, to the extent applicable, the Beneficial Ownership Regulation, to the extent requested in writing by any Lender at least ten Business Days prior to the Closing Date.
(e) Prior to, or substantially concurrently with, the Closing Date, all principal, interest and fees due under the Existing Credit Agreement shall have been paid and all rights and obligations of the parties thereunder and all commitments thereunder shall have been terminated (the “Refinancing”). Upon the satisfaction or waiver of such conditions, the Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Nasdaq, Inc.)
