Common use of Conditions to the Escrow Release Date Clause in Contracts

Conditions to the Escrow Release Date. The Parent Borrower agrees that it shall not direct the Escrow Agent to release the Escrow Account Funds, and the Escrow Release Date shall not occur, until satisfaction of, or waiver of, each of the following conditions precedent on or prior to the earliest of: (a) The Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Escrow Release Date (or, in the case of certificates of governmental officials, a recent date before the Escrow Release Date) and each in form and substance reasonably satisfactory to the Agent: (i) executed counterparts of Amendment No. 5; (ii) a Note executed by the Parent Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Financing Agreements to which such Loan Party is a party or is to become a party and (B) 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 Financing Agreements to which such Loan Party is a party or is to become a party; (iv) copies of each Loan Party’s Organization Documents (or a certification that such Organization Documents have not been amended since the date such Organization Documents were previously delivered to the Agent under the Existing Debt Facility) and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) evidence that, on the Escrow Release Date (or within 120 days after the Escrow Release Date) pursuant to arrangements reasonably satisfactory to the Agent, all principal and accrued interest and fees have been paid in full so that (x) no more than $80,000,000 of principal amount remains outstanding thereafter with respect to Safeway’s 3.40% Senior Notes due 2016 and (y) no more than $100,000,000 of principal amount remains outstanding thereafter with respect to Safeway’s 6.35% Senior Notes due 2017; (vi) a solvency certificate signed by the Chief Financial Officer of the Parent Borrower substantially in the form attached hereto as Exhibit O; (vii) the Security Agreement and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties (provided, that with respect to Security Agreement to be executed by Safeway and its Subsidiaries, such Security Agreement may be executed and delivered after the release of the Term B-3 Loans and the Term B-4 Loans from the Escrow Account but not later than 5:00 p.m. New York City time on the Escrow Release Date); (viii) a certificate signed by a Responsible Officer of Safeway certifying that Safeway has assumed, or concurrently with the Escrow Release Date shall assume, all the obligations of Merger Sub under the Financing Agreements; (ix) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Agent are being tendered concurrently with the Escrow Release Date or other arrangements reasonably satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (x) Uniform Commercial Code financing statements required by Law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Financing Agreements and all such documents and instruments shall have been (or have been authorized by the Loan Parties to be) so filed, registered or recorded to the satisfaction of the Agent; (xi) a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties, (B) from Xxxxxxxxx Traurig LLP, California, Illinois and Texas counsel to the Loan Parties and (C) from Xxxxxx PLC, Michigan counsel to the Loan Parties, in each case addressed to the Agent and each Lender; (xii) a certificate signed by a Responsible Officer of the Parent Borrower substantially in form and substance of Exhibit A to the Escrow Agreement, certifying as to the conditions set forth therein; (xiii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Existing Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto) and evidence of flood insurance as set forth in Section 9.4 hereof;

Conditions to the Escrow Release Date. The Parent Borrower agrees that it shall not direct the Escrow Agent to release the Escrow Account Funds, and the Escrow Release Date shall not occur, until satisfaction of, or waiver of, each of the following conditions precedent on or prior to the earliest of: (a) The Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Escrow Release Date (or, in the case of certificates of governmental officials, a recent date before the Escrow Release Date) and each in form and substance reasonably satisfactory to the Agent: (i) executed counterparts of Amendment No. 5; (ii) a Note executed by the Parent Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Financing Agreements to which such Loan Party is a party or is to become a party and (B) 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 Financing Agreements to which such Loan Party is a party or is to become a party; (iv) copies of each Loan Party’s Organization Documents (or a certification that such Organization Documents have not been amended since the date such Organization Documents were previously delivered to the Agent under the Existing Debt Facility) and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) evidence that, on the Escrow Release Date (or within 120 days after the Escrow Release Date) pursuant to arrangements reasonably satisfactory to the Agent, all principal and accrued interest and fees have been paid in full so that (x) no more than $80,000,000 of principal amount remains outstanding thereafter with respect to Safeway’s 3.40% Senior Notes due 2016 and (y) no more than $100,000,000 of principal amount remains outstanding thereafter with respect to Safeway’s 6.35% Senior Notes due 2017; (vi) a solvency certificate signed by the Chief Financial Officer of the Parent Borrower substantially in the form attached hereto as Exhibit O; (vii) the Security Agreement and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties (provided, that with respect to Security Agreement to be executed by Safeway and its Subsidiaries, such Security Agreement may be executed and delivered after the release of the Term B-3 Loans and the Term B-4 Loans from the Escrow Account but not later than 5:00 p.m. New York City time on the Escrow Release Date); (viii) a certificate signed by a Responsible Officer of Safeway certifying that Safeway has assumed, or concurrently with the Escrow Release Date shall assume, all the obligations of Merger Sub under the Financing Agreements; (ix) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Agent are being tendered concurrently with the Escrow Release Date or other arrangements reasonably satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (x) Uniform Commercial Code financing statements required by Law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Financing Agreements and all such documents and instruments shall have been (or have been authorized by the Loan Parties to be) so filed, registered or recorded to the satisfaction of the Agent; (xi) a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower) ) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties, (B) from Xxxxxxxxx Traurig LLP, California, Illinois and Texas counsel to the Loan Parties and (C) from Xxxxxx PLC, Michigan counsel to the Loan Parties, in each case addressed to the Agent and each Lender; (xii) a certificate signed by a Responsible Officer of the Parent Borrower substantially in form and substance of Exhibit A to the Escrow Agreement, certifying as to the conditions set forth therein; (xiii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Existing Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto) and evidence of flood insurance as set forth in Section 9.4 hereof;