Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date: (a) The representations and warranties of the Borrowers set forth in Article III shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date; (b) The Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through the Restatement Effective Date pursuant to the Original Credit Agreement; (c) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date; (d) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and (f) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.)
Conditions to the Restatement Effective Date. The obligations occurrence of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are and the retranching of the Loans as set forth in the Amendment No. 9 and Restatement Agreement is subject to each of the following conditions being satisfied on or prior to precedent (unless all of the Restatement Effective Date:Extending Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The representations and warranties Borrower shall have remitted to the Administrative Agent, for the account of the Borrowers set forth in Article III Extending Lenders, sufficient funds to make the Required Prepayments and to pay the Extension Fees, and shall be true and correct in all material respects (except have irrevocably directed the Administrative Agent to remit such funds to the extent that any representation and warranty that is qualified by materiality shall be true and correct Extending Lenders (in all respectsaccordance with their respective interests), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The Company Borrower shall have repaid all outstanding Revolving Loans confirmed in a writing to the Administrative Agent that it is in a position to and shall pay the Incentive Fees (as defined in the Original Credit Amendment No. 9 and Restatement Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through the Restatement Effective Date pursuant to the Original Credit Agreementin accordance with its arrangements with each Extending Lender;
(c) The Administrative Agent shall have received Notes executed received:
(i) a certificate from the Secretary of Borrower and Detroit confirming that (x) except for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement, the Borrowers representations and warranties contained in favor of each Revolving Lender requesting a Note at least five Business Days prior to Article 4 are true and correct in all material respects on the Restatement Effective DateDate and (y) before and after giving effect to this Restated Loan Agreement, no Default or Event of Default has occurred and is continuing;
(ii) opinions of counsel substantially in the form of Exhibit G;
(iii) amendments to the existing deeds of trust and title insurance endorsements substantially in the form of Exhibit H with respect to those mortgaged properties which constitute Collateral, together with arrangements reasonably acceptable to the Administrative Agent for delivery on or after the Restatement Effective Date of CLTA form 110.5 endorsements (or similar assurances acceptable to the Administrative Agent) with respect to the lenders policies of title insurance delivered to the Administrative Agent with respect thereto;
(iv) evidence that debt or equity offerings (or combinations thereof) shall have occurred on or after the Amendment Effective Date in an aggregate amount sufficient such that the Net Cash Proceeds thereof are not less than the aggregate amount of the Required Prepayments; and
(v) a reaffirmation of the Guaranty by each of the Restricted Subsidiaries;
(d) The Administrative Agent Borrower shall have received a certificate in a form reasonably satisfactory to reimbursed the Administrative Agent signed by a Responsible Officer for the invoiced amount of the Company certifying that reasonable fees and expenses of Xxxxx Xxxxx for the conditions specified in Sections 4.02(a) and (b) have been satisfied;period through the Restatement Effective Date; and
(e) The All conditions set forth in Section 4 of the Amendment No. 9 and Restatement Agreement shall have been satisfied. When the conditions set for in this Section 12.1 have been satisfied, the Administrative Agent shall have received promptly notify Borrower and the executed legal opinions of (i) Xxxxx Xxxxxxx LLPLenders that the Restatement Effective Date has occurred, U.S. counsel to this Agreement shall become effective, and the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and
(f) The Administrative Agent shall have received (on the same Business Day as such customary closing documents notice) promptly remit to each Extending Lender the Required Prepayments and certificates as Extension Fees to which it is entitled pursuant to subsection (a) of this Section 12.1. Notwithstanding the Administrative Agent or its counsel may reasonably request foregoing provisions of this Section 12.1, unless the Requisite Lenders otherwise agree, the Restated Loan Agreement shall not become effective unless each of the conditions set forth in form and substance reasonably satisfactory this Section 12.1 is satisfied prior to the Administrative Agent and its counsel5:00 p.m., New York City time, on June 30, 2010.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The the representations and warranties of the Borrowers set forth in Article III shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), on and as of the Restatement Effective Date except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The the Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through outstanding prior to the Restatement Effective Date pursuant to the Original Credit Agreementtogether with all accrued interest fees in connection therewith;
(c) The the Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(d) The the Administrative Agent shall have received a certificate substantially in a the form reasonably satisfactory to the Administrative Agent of Exhibit G signed by a Responsible Officer of the Company with specific knowledge about the subject matter thereof, certifying (i) that the conditions specified in Sections 4.02(a4.01(a) and (bk) have been satisfied, (ii) setting forth the current Debt Ratings on the Restatement Effective Date and (iii) with respect to the certain matters related to the business of Canopy set forth therein;
(e) The the Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and;
(f) The the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of organization of each Loan Party and the authorization of the Loan Documents by the Loan Parties party thereto and containing a certificate of a corporate secretary of each Loan Party with a list of Persons entitled to execute the Loan Documents to which such Loan Party is a party and provide notices, hereunder, in each case, on behalf of such Loan Party together with specimen signatures of such Persons, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(g) since February 28, 2018, no Material Adverse Effect on the Company shall have occurred;
(h) the Administrative Agent shall have received a certificate attesting to the Solvency of the Company and its Subsidiaries (taken as a whole) on the Restatement Effective Date after giving effect to the Transactions in the form of Exhibit H, dated as of the Restatement Effective Date and executed by a Financial Officer of the Company;
(i) the Borrowers shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed with the Arrangers, the Administrative Agent and the Lenders in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Restatement Effective Date;
(j) the Administrative Agent shall have received, at least three business days prior to the Restatement Effective Date, (i) 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 and the Canadian AML Acts requested in writing by the Administrative Agent or any Lender at least ten business days prior to the Restatement Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and
(k) at the time of and immediately after giving effect to the Restatement Effective Date, no Default shall have occurred and be continuing.
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Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The representations and warranties of the Borrowers set forth in Article III shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through the Restatement Effective Date pursuant to the Original Credit Agreement;
(c) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(dc) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ed) The Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and Borrowers, (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European BorrowerBorrowers, (iii) Xxxxx & XxXxxxxx LLP, Mexican counsel to the Borrowers, and (iv) Harridyal-Xxxxx & Associates, Barbados counsel to the Borrowers, each in form reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received executed copies of the Luxembourg Pledge Agreements, the European Cross-Guarantee Agreement, the Mexican Pledge Agreement and the Barbados Charge Over Shares; and
(f) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Appears in 1 contract
Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The representations and warranties of the Borrowers set forth in Article III shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through the Restatement Effective Date pursuant to the Original Credit Agreement;
(c) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(d) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and Borrowers, (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European BorrowerBorrowers, (iii) Xxxxx & XxXxxxxx LLP, Mexican counsel to the Borrowers, and (iv) Harridyal-Xxxxx & Associates, Barbados counsel to the Borrowers, each in form reasonably satisfactory to the Administrative Agent;
(f) The Administrative Agent shall have received executed copies of the Luxembourg Pledge Agreements, the European Cross-Guarantee Agreement, the Mexican Pledge Agreement and the Barbados Charge Over Shares; and
(fg) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Appears in 1 contract
Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The the representations and warranties of the Borrowers set forth in Article III Article 3 shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), on and as of the Restatement Effective Date except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The the Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through outstanding prior to the Restatement Effective Date pursuant to the Original Credit Agreementtogether with all accrued interest fees in connection therewith;
(c) The the Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(d) The the Administrative Agent shall have received a certificate substantially in a the form reasonably satisfactory to the Administrative Agent of Exhibit G signed by a Responsible Officer of the Company with specific knowledge about the subject matter thereof, certifying (i) that the conditions specified in Sections 4.02(a4.01(a) and (b(k) have been satisfied, (ii) setting forth the current Debt Ratings on the Restatement Effective Date and (iii) with respect to the certain matters related to the business of Canopy set forth therein;
(e) The the Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and;
(f) The the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of organization of each Loan Party (as defined in the Original Credit Agreement) and the authorization of the Loan Documents by the Loan Parties party thereto and containing a certificate of a corporate secretary of each Loan Party with a list of Persons entitled to execute the Loan Documents to which such Loan Party is a party and provide notices, hereunder, in each case, on behalf of such Loan Party together with specimen signatures of such Persons, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(g) since February 28, 2018, no Material Adverse Effect on the Company shall have occurred;
(h) the Administrative Agent shall have received a certificate attesting to the Solvency of the Company and its Subsidiaries (taken as a whole) on the Restatement Effective Date after giving effect to the Transactions in the form of Exhibit H, dated as of the Restatement Effective Date and executed by a Financial Officer of the Company;
(i) the Borrowers shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed with the Arrangers, the Administrative Agent and the Lenders in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Restatement Effective Date;
(j) the Administrative Agent shall have received, at least three business days prior to the Restatement Effective Date, (i) 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 and the Canadian AML Acts requested in writing by the Administrative Agent or any Lender at least ten business days prior to the Restatement Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and
(k) at the time of and immediately after giving effect to the Restatement Effective Date, no Default shall have occurred and be continuing.
Appears in 1 contract
Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The Acquisition Agreement (including the exhibits thereto) shall not have been altered, amended or otherwise changed or supplemented or any provision waived or consented to in any manner that is materially adverse to the Lenders without the prior written consent of the Lenders (it being understood that any decrease in the consideration paid in connection with the Acquisition shall be deemed to be materially adverse to the Lenders). The Acquisition shall have been, or shall concurrently with the funding of the Loans be, consummated in accordance with the terms of the Acquisition Agreement;
(b) The representations and warranties of the Borrowers set forth in Article III the first sentence of Section 3.01, Section 3.02 (solely as it relates to the execution, delivery and performance of the Loan Documents), Section 3.03 (a) and (b) (solely as they relate to the execution, delivery and performance of the Loan Documents), 3.08, 3.10, 3.12 and 3.14 of this Agreement shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(bc) The Company Administrative Agent shall have repaid all outstanding received a certificate attesting to the Solvency of the Company and its Subsidiaries (taken as a whole) on the Restatement Effective Date after giving effect to the Acquisition, the funding of the U.S. Term A Loans, U.S. Term A-1 Loans, U.S. Term A-2 Loans, European Term A Loans, European Term B Loans and Revolving Loans and the related transactions, dated as of the Restatement Effective Date (as defined and substantially in the Original Credit Agreement) under form of the certificate delivered in connection with the Original Credit Agreement including with appropriate modifications to reflect the transactions to occur on the Restatement Effective Date) and executed by a Financial Officer of the Company;
(d) The Lenders shall have received on or prior to the Restatement Effective Date all fees, accrued interest documentation and other information reasonably requested in writing delivered to the Administrative Agent by them at least five Business Days prior to the Restatement Effective Date in order to allow the Lenders to comply with the Act;
(e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable through on or prior to the Restatement Effective Date pursuant to as separately agreed in writing among the Original Credit AgreementBorrower, the Administrative Agent and the Arrangers;
(cf) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(dg) The Administrative Agent shall have received a copy of the European Term B Joinder Agreement executed by the European Borrower, each European Term B Lender named therein and the Administrative Agent.
(h) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ei) The Borrowers shall have delivered to the Administrative Agent a Borrowing Request with respect to the U.S. Term A Loans, U.S. Term A-1 Loans, U.S. Term A-2 Loans, the European Term A Loans and European Term B Loans in accordance with Section 2.03;
(j) The Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and
(fk) The Administrative Agent shall have received duly executed copies of the Guarantee Agreement from the Company and each Guarantor.
(l) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the European Borrower and any other legal matters relating to the European Borrower, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Appears in 1 contract
Conditions to the Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Restatement Effective Date are subject to each of the following conditions being satisfied on or prior to the Restatement Effective Date:
(a) The the representations and warranties of the Borrowers set forth in Article III shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) The Company shall have repaid all outstanding Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement including all fees, accrued interest and other amounts due and payable through the Restatement Effective Date pursuant to the Original Credit Agreement;
(c) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Revolving Lender requesting a Note at least five Business Days prior to the Restatement Effective Date;
(dc) The the Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying (i) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedsatisfied and (ii) setting forth the current Debt Ratings on the Restatement Effective Date;
(ed) The the Administrative Agent shall have received the executed legal opinions of (i) Xxxxx Xxxxxxx LLP, U.S. counsel to the Borrowers and (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the European BorrowerBorrowers, each in form reasonably satisfactory to the Administrative Agent; and;
(e) the Administrative Agent shall have received executed copies of the Guarantee Agreement and the European Cross-Guarantee Agreement;
(f) The the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and
(g) the Borrowers shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Restatement Effective Date.
Appears in 1 contract
