Conditions to the Effective Date. The Effective Date shall not occur unless: (a) the Borrower has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of status, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Agent, the Lenders and the LC Issuer in substantially the form of Exhibit D. (vi) Written money transfer instructions addressed to the Agent and signed by an Authorized Officer as the Agent may have reasonably requested. (vii) Such other documents as any Lender or its counsel may have reasonably requested. (b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit Agreement or of any Material Indebtedness shall be released from their obligations as guarantors thereof and their guaranties shall be terminated.
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Conditions to the Effective Date. The Effective Date shall not occur unless:
(a) unless the Borrower has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of status, each certified by the appropriate governmental officer in its their jurisdiction of incorporation.
(iib) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each Guarantor is a party.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents to which the Borrower and each Guarantor is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(ve) A written opinion of the Borrower’s counsel, addressed to the Agent, the Lenders and the LC Issuer in substantially the form of Exhibit D.
(vif) Written money transfer instructions addressed All Collateral Documents requested by the Agent, in each case duly executed on behalf of all parties thereto, or a confirmation pursuant to any consent, confirmation or amendment of certain of the existing Collateral Documents executed pursuant to the Agent Original Credit Agreement, as determined by the Agent, granting to the Lenders and signed by an Authorized Officer as the Agent the Collateral and support intended to be provided pursuant to Section 2.26, together with such other agreements and documents, and the satisfaction of such other conditions as may have reasonably requestedbe required by the Agent in connection therewith.
(viig) Copies of all final Senior Note Agreements, and the simultaneous closing and funding thereunder.
(h) Such other documents agreements and documents, and the satisfaction of such other conditions, as any Lender or its counsel may have reasonably requestedbe required by the Agent.
(b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit Agreement or of any Material Indebtedness shall be released from their obligations as guarantors thereof and their guaranties shall be terminated.
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Conditions to the Effective Date. The Effective Date shall not occur unless:
(a) unless the Borrower Company has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation of the BorrowerCompany and each Guarantor, together with all amendments, and a certificate of status, each certified by the appropriate governmental officer in its their jurisdiction of incorporation.
(iib) Copies, certified by the Secretary or Assistant Secretary of the BorrowerCompany and each Guarantor, of its by-laws their by‑laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower Company and each Guarantor is a party.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerCompany and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower Company and each Guarantor authorized to sign the Loan Documents to which the Borrower Company and each Guarantor is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany.
(ivd) A certificate, signed by an Authorized Officer of the BorrowerCompany, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(ve) A written opinion of the BorrowerCompany’s counsel, addressed to the Agent, the Lenders and the LC Issuer and in substantially form and substance reasonably acceptable to the form of Exhibit D.Agent.
(vif) Written money transfer instructions addressed All Collateral Documents requested by the Agent, in each case duly executed on behalf of all parties thereto, or a confirmation pursuant to any consent, confirmation or amendment of certain of the existing Collateral Documents executed pursuant to the Original Credit Agreement, as determined by the Agent, granting to the Lenders and the Agent the Collateral and support intended to be provided pursuant to Section 2.26, together with such other agreements and documents, and the satisfaction of such other conditions as may be required by the Agent in connection therewith, including any title date down endorsements required by the Agent and a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by an existing Mortgage and in the event any property covered by an existing Mortgage is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, (A) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company and (B) evidence of flood insurance, with a financially sound and reputable insurer, naming the Agent, as mortgagee, in an amount and otherwise in form and substance reasonably satisfactory to the Agent and signed by an Authorized Officer as evidence of the Agent may have payment of premiums in respect thereof in form and substance reasonably requestedsatisfactory to the Agent.
(viig) A Fourth Amendment to the Senior Note Purchase Agreement shall be effective simultaneously with this Agreement and conforming all covenants and defaults thereunder to the covenants and defaults hereunder and otherwise in form and substance satisfactory to the Agent.
(h) Such other documents agreements and documents, and the satisfaction of such other conditions, as any Lender or its counsel may have reasonably requestedbe required by the Agent.
(b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit Agreement or of any Material Indebtedness shall be released from their obligations as guarantors thereof and their guaranties shall be terminated.
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Conditions to the Effective Date. The Effective Date shall not occur unless:
(a) : the Borrower has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders:
(i) : Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of status, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) . Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) . An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
. Copies of the articles or certificate of incorporation of each Guarantor, together with all amendments, and a certificate of status or good standing (iv) as applicable), certified by the appropriate governmental officer in its jurisdiction of incorporation. Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party. An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor. A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) . A written opinion of the Borrower’s 's and the Guarantors' counsel, addressed to the Agent, the Lenders and the LC Issuer in substantially the form of Exhibit D.
(vi) A. Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. Written money transfer instructions instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
. A reaffirmation of each existing Guaranty executed by each respective Guarantor. A modification of the Note Purchase Agreement executed by the lenders under the Note Purchase Agreement such that (viia) the terms of this Agreement are consistent with those of the Note Purchase Agreement, and (b) this Agreement and the transactions contemplated hereby do not result in a breach of the Note Purchase Agreement. The Intercreditor Agreement executed by each party thereto. Such other documents as any Lender or its counsel may have reasonably requested.
(b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit Agreement or of any Material Indebtedness shall be released from their obligations as guarantors thereof and their guaranties shall be terminated.
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Conditions to the Effective Date. The obligation of Lender to make or maintain any Advance on or after the Effective Date shall not occur unlessis, in addition to the conditions precedent specified in Section 4.2, subject to prior or concurrent satisfaction of the following conditions:
A. On or before the Effective Date (a) the unless otherwise specified herein), Borrower has furnished shall deliver to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the LendersLender:
(i) Copies certified copies of the articles or certificate Articles of incorporation Incorporation of the Borrower, with all amendments thereto, together with all amendments, and a good standing certificate from the Secretary of statusState of the State of Delaware, each certified by to be dated within 5 days of the appropriate governmental officer in its jurisdiction of incorporation.Effective Date;
(ii) Copiescopies of the Bylaws of Borrower with all amendments thereto, certified as of the Effective Date or as soon as practicable thereafter by the Secretary corporate secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.an assistant secretary;
(iii) An incumbency certificateresolutions of the Board of Directors of Borrower and approving and authorizing the execution, executed delivery and performance of this Agreement, and approving and authorizing the execution, delivery and payment of the Note, certified as of the Effective Date by the Secretary corporate secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.an assistant secretary;
(iv) A certificate, signed by an Authorized Officer signature and incumbency certificates of the Borrowerrespective officer of Borrower executing this Agreement and the Note and of the representatives authorized to request the Advance, stating that to transfer funds, and to make any payments on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.Obligations hereunder;
(v) A written opinion executed copies of the Borrower’s counsel, addressed to the Agent, the Lenders this Agreement and the LC Issuer in substantially the form of Exhibit D.executed Note with appropriate insertions on any Advance Schedule; and
(vi) Written money transfer instructions addressed such executed financing statements as Lender may require for filing pursuant to the Agent and signed by an Authorized Officer as the Agent may have reasonably requestedUniform Commercial Code.
(vii) Such other documents as any B. Lender or and its counsel may shall have reasonably requestedreceived one or more favorable written opinions of Borrower's counsel, equivalent in form and substance to Exhibit H hereto, satisfactory to Lender and its counsel, dated as of the Effective Date.
(b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit C. Borrower shall have performed in all material respects all agreements which this Agreement or of any Material Indebtedness provides shall be released from their obligations as guarantors thereof and their guaranties shall be terminatedperformed on or before the Effective Date.
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Conditions to the Effective Date. The Effective Date shall not occur unless:
(a) the Borrower has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of status, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Copies of the articles or certificate of incorporation of each Guarantor, together with all amendments, and a certificate of status or good standing (as applicable), certified by the appropriate governmental officer in its jurisdiction of incorporation.
(v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party.
(vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor.
(vii) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vviii) A written opinion of the Borrower’s 's and the Guarantors' counsel, addressed to the Agent, the Lenders and the LC Issuer in substantially the form of Exhibit D.A.
(viix) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender.
(x) Written money transfer instructions instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viixi) A reaffirmation of each existing Guaranty executed by each respective Guarantor.
(xii) A modification of the Note Purchase Agreement executed by the lenders under the Note Purchase Agreement such that (a) the terms of this Agreement are consistent with those of the Note Purchase Agreement, and (b) this Agreement and the transactions contemplated hereby do not result in a breach of the Note Purchase Agreement.
(xiii) The Intercreditor Agreement executed by each party thereto.
(xiv) Such other documents as any Lender or its counsel may have reasonably requested.
(b) Modine ECD, Inc., Thermacore, Inc., Xxxxxx Xxxxxxx, Inc. and Modine, Inc. and any other guarantors of the Original Credit Agreement or of any Material Indebtedness shall be released from their obligations as guarantors thereof and their guaranties shall be terminated.
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