Conditions to the Restatement Date. The obligation of the L/C Issuer and each Lender to make its Credit Extension hereunder on the Restatement Date is subject to prior or concurrent satisfaction of the following conditions precedent (subject to Section 6.12(c) hereof): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials and certain other documents to be agreed, a recent date before the Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the date hereof or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof and, in respect of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the date hereof by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the date hereof or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by, the Loan Documents to which the U.K. Borrower is a party and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded. (iii) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for the Loan Parties, dated as of the date hereof, in a form consistent with the opinion delivered by Xxxxx Xxxxxxx LLP on the Closing Date (other than opinions regarding real property); and (iv) a certificate signed by a Responsible Officer of the Company certifying (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 September 24, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) Concurrently with the making of the 2017 Refinancing Term Loans and the 2017 Incremental Term Loans, (a) the entire aggregate principal amount of the Existing Term A Loans and (b) all accrued interest, fees and other amounts accrued prior to this Agreement becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
Appears in 1 contract
Conditions to the Restatement Date. The obligation This Agreement shall become effective as of the L/C Issuer and each Lender to make its Credit Extension hereunder on the Restatement Date is subject to prior or concurrent satisfaction when, and only when, each of the following conditions precedent (subject to Section 6.12(c) hereof):has been satisfied by the Borrowers or waived by the Administrative Agent:
(a) The the Administrative Agent’s receipt of originals or telecopies or electronic copies (followed promptly by originals) unless otherwise specified of counterparts of this Agreement duly executed and delivered by (i) the Borrowers, (ii) the Required Lenders, (iii) each Term A Lender, (iv) each Term A-1 Lender, (v) each U.S. Revolving Credit Lender and (vi) each Multicurrency Revolving Credit Lender;
(b) the representations and warranties set forth in Sections 5.01 through 5.23 shall be true and correct, or, if a representation does not include a materiality qualifier, true and correct in all material respects;
(c) the Administrative Agent’s receipt, at least one Business Day prior to the Restatement Date, of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case to the extent requested by the Administrative Agent in writing at least two Business Days prior to the Restatement Date;
(d) the Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials and certain other documents to be agreedofficials, a recent date before the Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this the Guarantee Agreement, sufficient in number for distribution to the Administrative Agent, duly executed by a Responsible Officer of each Lender and the Company;Guarantor (other than GI Realty Trust 1996); and
(ii) the Company Collateral Agreement, duly executed by the Company and each of its Subsidiaries which is a Loan Party, together with:
(A) sufficient copies to the extent not delivered pursuant to the Existing Credit Agreement, certificates and instruments to the extent required to be delivered pursuant to the Company Collateral Agreement accompanied by undated stock powers or instruments of transfer executed in blank,
(B) to the extent not filed pursuant to the Existing Credit Agreement, proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Company Collateral Agreement, covering the Collateral described in the Company Collateral Agreement,
(C) a Perfection Certificate, in substantially the form of Exhibit I, duly executed by each Organizational Document of each the Loan Party, as applicableParties, and
(D) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Company Collateral Agreement has been taken;
(iii) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Company Collateral Agreement and to the extent applicable), certified as duly executed by the Company and each of its Subsidiaries which is a Loan Party which owns Collateral of the date hereof type subject to any applicable Intellectual Property Security Agreement, together with evidence that all action that the Administrative Agent may deem necessary or a recent date prior thereto by desirable in order to perfect the appropriate Governmental Authority; Liens created under the Intellectual Property Security Agreement has been taken;
(Biv) signature and such certificates of resolutions or other action, incumbency certificates and/or other certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body Responsible Officers of each Loan Party approving as the Administrative Agent may require evidencing the identity, authority and authorizing the execution, delivery and performance 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 it such Loan Party is a party or by which it or its assets may is to be bound a party;
(v) good standing certificates for each Domestic Loan Party as of the a recent date hereof and, in respect its state of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the date hereof by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation;
(vi) a favorable opinion of Xxxxxxxx Xxxxxxx LLP, dated as of the date hereof or a recent date prior thereto and (E) counsel to the extent requested by Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in respect of Exhibit J-1 and such other matters concerning the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, Loan Parties and the transactions contemplated by, the Loan Documents as the Administrative Agent may reasonably request;
(vii) a favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Macfarlanes LLP, special English counsels to which the U.K. Borrower is a party Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent;
(iiviii) a certificate signed by a Responsible Officer of the U.K. Borrower Reporting Company certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded.condition specified in Section 4.01(b) has been satisfied;
(iiiix) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for certificate attesting to the Loan Parties, dated as Solvency of the date hereofReporting Company and its Subsidiaries on a consolidated basis, from its chief financial officer, substantially in a the form consistent with the opinion delivered by Xxxxx Xxxxxxx LLP on the Closing Date (other than opinions regarding real property)of Exhibit M; and
(ivx) the New HoldCo Debenture (together with all notices and other documents of title required to be delivered under the New HoldCo Debenture and, if applicable, executed by New HoldCo), substantially in the form of Exhibit G-3;
(e) unless waived by the Administrative Agent, the Reporting Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoices prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Reporting Company and the Administrative Agent);
(f) the Borrowers shall have paid all unpaid interest on the Loans, all unpaid letter of credit fees and all unpaid commitment fees, in each case accrued under the Existing Credit Agreement through the Restatement Date, and the Term A Loans, the U.S. Revolving Credit Loans and Multicurrency Revolving Credit Loans under the Existing Credit Agreement shall be refinanced on the Restatement Date;
(g) the Administrative Agent shall have received evidence satisfactory to it that the Interim Credit Agreement shall be terminated substantially concurrently with the satisfaction of the conditions set forth in this Section 4.01; and
(h) a certificate signed completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Horsham Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by a Responsible Officer the Reporting Company and each Loan Party relating thereto). Without limiting the generality of the Company certifying (a) that provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in Sections 4.02(a) and (b) have been satisfied and (b) that there has been no event or circumstance since September 24this Section 4.01, 2016 each Lender that has had signed this Agreement shall be deemed to have consented to, approved or could accepted or to be reasonably expected satisfied with, each document or other matter required thereunder to have, either individually be consented to or in approved by or acceptable or satisfactory to a Lender unless the aggregate, a Material Adverse Effect.
(b) Concurrently with the making of the 2017 Refinancing Term Loans and the 2017 Incremental Term Loans, (a) the entire aggregate principal amount of the Existing Term A Loans and (b) all accrued interest, fees and other amounts accrued Administrative Agent shall have received notice from such Lender prior to this Agreement becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;the proposed Restatement Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Arris Group Inc)
Conditions to the Restatement Date. The obligation of the L/C Issuer and each Lender to make its Credit Extension hereunder on the Restatement Date is subject to prior or concurrent satisfaction of the following conditions precedent (subject to Section 6.12(c) hereof):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials and certain other documents to be agreed, a recent date before the Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the date hereof Restatement Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof Restatement Date and, in respect of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the date hereof Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the date hereof Restatement Date or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by, the Loan Documents to which the U.K. Borrower is a party and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded.
(iii) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for the Loan Parties, dated as of the date hereofRestatement Date, in a form consistent with the opinion delivered by Xxxxx Xxxxxxx LLP on the Closing Date (other than opinions regarding real property); and
(iv) a certificate signed by a Responsible Officer of the Company certifying (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 September 24, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
(b) Concurrently with the making of the 2017 Refinancing Term Loans and the 2017 Incremental Term Loans, (a) the entire aggregate principal amount of the Existing Term A Loans and (b) all accrued interest, fees and other amounts accrued prior to this Agreement becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
(c) Concurrently with the availability of the 2017 Revolving Credit Commitments, (i) the Revolving Credit Commitments in effect immediately prior to this Agreement becoming effective shall have been terminated and the entire aggregate principal amount of the all Revolving Credit Loans outstanding immediately prior to this Agreement becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Agreement becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
(d) Any fees required to be paid pursuant to the Fee Letter on or before the Restatement Date shall have been paid. It is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (d) shall be paid in accordance with the Flow of Funds Memorandum delivered by the Company to the Administrative Agent on the Restatement Date.
(e) The Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent reimbursable hereunder and invoiced prior to or on the Restatement Date). It is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (e) shall be paid in accordance with the Flow of Funds Memorandum delivered by the Company to the Administrative Agent on the Restatement Date
(f) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and Lenders 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 three (3) Business Days prior to the Restatement Date.
(g) The Administrative Agent shall have received all documents or instruments necessary to release or evidence the release of all Liens and to discharge any mortgages recorded in favor of the Collateral Agent on real property securing the obligations under the Original Credit Agreement.
(h) The Restatement Date shall have occurred on or before October 31, 2017. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this 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 Date specifying its objection thereto.
Appears in 1 contract
Samples: Refinancing Amendment (Hologic Inc)
Conditions to the Restatement Date. The obligation of the L/C Issuer and each Lender to make its Credit Extension hereunder on the Restatement Date is subject to prior or concurrent satisfaction of the following conditions precedent (subject to Section 6.12(c) hereof):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials and certain other documents to be agreed, a recent date before the Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the date hereof hereofRestatement Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof hereofRestatement Date and, in respect of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the date hereof hereofRestatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the date hereof hereofRestatement Date or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by, the Loan Documents to which the U.K. Borrower is a party and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded.
(iii) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for the Loan Parties, dated as of the date hereofhereofRestatement Date, in a form consistent with the opinion delivered by Xxxxx Xxxxxxx LLP on the Closing Date (other than opinions regarding real property); and
(iv) a certificate signed by a Responsible Officer of the Company certifying (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 September 24, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
(b) Concurrently with the making of the 2017 Refinancing Term Loans and the 2017 Incremental Term Loans, (a) the entire aggregate principal amount of the Existing Term A Loans and (b) all accrued interest, fees and other amounts accrued prior to this Agreement becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
Appears in 1 contract
Samples: Refinancing Amendment (Hologic Inc)
