Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date: (i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer; (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage; (iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens; (iv) the Collateral Assignment, duly executed by the Buyer; (v) the Intercompany Subordination Agreement, duly executed by each Loan Party; (vi) the Flow of Funds Agreement, duly executed by each party; thereto; (vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; (viii) a Perfection Certificate, duly executed by the parties thereto; (ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives; (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction; (xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party; (xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request; (xiv) [Intentionally Omitted]. (xv) [Intentionally Omitted].; (xvi) [Intentionally Omitted]. (xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b); (xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent; (xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent; (xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request; (xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral; (xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements; (xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 7 contracts
Samples: Financing Agreement (Funko, Inc.), Financing Agreement (Funko, Inc.), Financing Agreement (Funko, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before Concurrently with the Effective Date delivery of this Loan Agreement (as previously authorized, executed and attested) at the followingLoan Closing, each in form and substance reasonably satisfactory the Borrower will cause to be delivered to the Collateral Agent and, unless indicated otherwise, dated State each of the Effective Datefollowing items:
(i) a Security Agreementan opinion of the Borrower’s bond counsel substantially in the form of Exhibit E hereto; provided, together withhowever, that the State may permit portions of such opinion to be rendered by general counsel to the extent applicable, Borrower and may permit variances in such opinion from the original stock certificates representing all of form set forth in Exhibit E if such variances are acceptable to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferState;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices counterparts of this Loan Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement previously executed and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested attested by the Collateral Agent and each Mortgageparties hereto;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed those resolutions finally adopted by the Collateral Agent, shall cover any board of directors of the Collateral (other than Permitted Liens) Borrower and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing requested by the Collateral AgentState, shall not show any such Liens;
(iv) the Collateral Assignmentincluding, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementwithout limitation, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder resolution of the Borrower authorizing the execution, attestation and the transactions contemplated by the delivery of this Loan Documents to which such Loan Party is or will be a partyAgreement, and (B) the Borrower Bond Resolution, as amended and supplemented as of the date of the Loan Closing, authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution attestation, authentication, sale and delivery of the other documents Borrower Bond to be delivered by such Person in connection herewith and therewith;
the State, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures resolution of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and Borrower confirming the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence details of the incumbency of such authorized officers/directors/representatives;
(x) a certificate sale of the appropriate official(s) Borrower Bond to the State, each of said resolutions of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower being certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Borrower as of the date of the Loan Closing, (D) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to the State and setting forth any other approvals required therefor by the BPU, if applicable, and (E) any other Proceedings; and
(xixiv) a certificate the certificates of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage as required by Section 7.01 and pursuant to the terms of each Security Agreement Section 3.06(c) hereof and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestcertificates, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, information as the Collateral Agent State may reasonably requestrequire in Exhibit F hereto, if any.
Appears in 6 contracts
Samples: Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker's report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement and the Engine Consent and Agreement, duly executed by each Loan Party;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days Owner on or prior to the Effective Closing Date as to in accordance with the subsistence in good standing of, provisions hereof and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements thereof; and (B) an incumbency certificate of Owner as to the financial projections described in Section 6.01(g)(iiperson or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) hereofan Officer's Certificate of Owner, certified dated as of the Effective Date as complying with the Closing Date, stating that its representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer this Agreement are true and correct as of the Ultimate Parent;
Closing Date (xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andor, to the extent requested by the Collateral Agentthat any such representation and warranty expressly relates to an earlier date, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof as of such earlier date);
(ix) the Financing Statements;
(x) the following opinions of counsel, in each case dated the Closing Date:
(A) an opinion of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to Owner, substantially in the form of Exhibit A;
(B) an opinion of Owner's Legal Department, substantially in the form of Exhibit B;
(C) an opinion of Xxxxxxxx, Xxxxxx & Finger, special counsel to Mortgagee and to the Applicable Pass Through Trustees, substantially in the form of Exhibit C;
(D) an opinion of Xxxxx Xxxxx & Xxxxxx, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D; and
(xi) a copy of a current, valid Standard Certificate of Airworthiness for the Aircraft duly issued by an Authorized Officer of the Administrative BorrowerFAA, together with a certificate copy of an Authorized Officer a duly executed application for registration of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 6 contracts
Samples: Participation Agreement (Continental Airlines Inc /De/), Participation Agreement (Continental Airlines Inc /De/), Participation Agreement (Continental Airlines Inc /De/)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunderthereunder (if any), accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC‑1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage (B) evidence reasonably satisfactory to the Collateral Agent of extent that a security interest may be perfected by such filing in the filing of property purported to be covered by such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Security Agreement or Mortgage);
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyPCC Acquisition Collateral Assignment;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoDisbursement Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithFee Letter;
(viii) a Perfection Certificate, duly executed by the parties theretoIntercompany Subordination Agreement;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiix) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish that the Pro Forma Leverage Ratio does not exceed 3.90:1.00, (B) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(cc)(ii) and (C) certifying that after giving effect to all Loans to be made on the Effective Date and the Letters of Credit to be issued on the Effective Date, (1) the Availability is not less than $15,000,000 and (2) all liabilities of the Ultimate ParentLoan Parties are current;
(xixxi) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency matters set forth in Section 6.01(t)(i);
(xii) a certificate of an Authorized Officer of the Borrowers Administrative Borrower certifying that (taken A) the attached copies of the PCC Acquisition Documents as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xiii) a whole)certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiv) an opinion of Shearman & Sterling LLP, counsel to the Loan Parties, as to such matters as the Agents may reasonably request;
(xv) opinions of MxXxxxxx Cxxxxx Xxxxxx LLP and Gxxxxx Xxxxxxxxx LLC, each acting as local counsel to the Loan Parties, which certificate opinions shall be reasonably satisfactory in form and substance satisfactory to the Collateral AgentAgents, as to such matters as the Agents may reasonably request;
(xxxvi) evidence of insurance certificates evidencing the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested required by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestSection 7.01;
(xxixvii) (A) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities (other than the Specified Existing Credit Facilities), together with (AB) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities (other than the Specified Existing Credit Facilities) and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (C) a release agreement with respect to the Specified Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (BD) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (E) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CF) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 4 contracts
Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and Agreement;
(Biii) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, (x) which results shall not show any such Liens (other than Permitted Liens acceptable to the Collateral Agent) or (y) shall be accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in all such financing statements and other filings (or similar document) have been released or will be released on the Effective Date concurrently with the funding of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensLoans hereunder;
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificatethe Intercreditor Agreement, duly executed by the parties theretoAGS Subordination Agreement and the Exitus Subordination Agreement;
(ix) [Reserved];
(x) [Reserved];
(xi) the management rights letter, dated as of the date hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(xii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document (or applicable equivalent) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b), 5.01(c), 5.01(e), 5.01(f), 5.01(j) and 5.01(k);
(xviiixiii) a certificate of the chief financial officer of Holdings (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03 (as if the covenants applicable to the fiscal month ending April 30, 2022 applied on the Effective Date), (B) certifying that all United States federal and other material tax returns required to be filed by the Loan Parties have been filed and all taxes (other than the Unpaid Taxes) upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, (C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(g)(ii) by an Authorized Officer and (D) certifying that after giving effect to all Loans to be made on the Effective Date, all liabilities of the Ultimate ParentLoan Parties (other than any accounts payable that are past due and expressly permitted pursuant to Section 7.02(s)) are current;
(xixxiv) a certificate of the chief financial officer of Funko Holdings Holdings, certifying on behalf of the Loan Parties, that the Loan Parties (on a consolidated basis), after giving effect to the Loans made on the Effective Date, are Solvent;
(xv) a certificate of an Authorized Officer of the Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xvi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party, certifying as of a recent date not more than 30 days prior to the Effective Date as to the solvency subsistence in good standing of, and the payment of the Borrowers (taken as a whole)Taxes by, which certificate shall be reasonably satisfactory such Loan Party in form and substance to the Collateral Agentsuch jurisdictions;
(xxxvii) an opinion of (i) Xxxxx Xxxxx LLP, New York, Delaware and California counsel to the Loan Parties, and (ii) Xxxxxxx Xxxxxx, P.A., Florida counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xviii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;; and
(xxixix) evidence of the payment in full of all Indebtedness under the Existing First Lien Credit FacilitiesFacility (other than the Deferred Monroe Fees), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing First Lien Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing First Lien Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing First Lien Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 3 contracts
Samples: Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker’s report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement, duly executed by each Loan Partythe Engine Consent and Agreement and the French Pledge Agreement;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days Owner on or prior to the Effective Closing Date as to in accordance with the subsistence in good standing of, provisions hereof and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements thereof; and (B) an incumbency certificate of Owner as to the financial projections described in Section 6.01(g)(iiperson or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) hereofan Officer’s Certificate of Owner, certified dated as of the Effective Date as complying with the Closing Date, stating that its representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer this Agreement are true and correct as of the Ultimate ParentClosing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such earlier date);
(xixix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentFinancing Statements;
(xxx) evidence the following opinions of counsel, in each case dated the insurance coverage required by Section 7.01 Closing Date:
(A) an opinion of Xxxxxx & Xxxxxxx LLP, special counsel to Owner, substantially in the form of Exhibit A;
(B) an opinion of Xxxxxx Xxxxxxx, regulatory counsel to Owner, substantially in the form of Exhibit B;
(C) the opinions of Xxxxxx Xxxxx LLP, special counsel to Indenture Trustee and to the terms Applicable Pass Through Trustees, each substantially in the form of each Security Agreement Exhibits C-1 and such other insurance coverage C-2;
(D) an opinion of Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D;
(E) an opinion of Xxxxxx & Xxxxxxx, LLP, special French counsel for the Owner, with respect to the business and operations French Pledge Agreement, substantially in the form of Exhibit E; and
(xi) a copy of a current, valid Standard Certificate of Airworthiness for the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested Aircraft duly issued by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerFAA, together with a certificate copy of an Authorized Officer a duly executed application for registration of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 3 contracts
Samples: Note Purchase Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker’s report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement and the Engine Consent and Agreement, duly executed by each Loan Party;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days Owner on or prior to the Effective Closing Date as to in accordance with the subsistence in good standing of, provisions hereof and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements thereof; and (B) an incumbency certificate of Owner as to the financial projections described in Section 6.01(g)(iiperson or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) hereofan Officer’s Certificate of Owner, certified dated as of the Effective Date as complying with the Closing Date, stating that its representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer this Agreement are true and correct as of the Ultimate Parent;
Closing Date (xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andor, to the extent requested by the Collateral Agentthat any such representation and warranty expressly relates to an earlier date, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof as of such earlier date);
(ix) the Financing Statements;
(x) the following opinions of counsel, in each case dated the Closing Date:
(A) an opinion of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to Owner, substantially in the form of Exhibit A;
(B) an opinion of Owner’s Legal Department, substantially in the form of Exhibit B;
(C) an opinion of Xxxxxx Xxxxx LLP, special counsel to Mortgagee and to the Applicable Pass Through Trustees, substantially in the form of Exhibit C;
(D) an opinion of Xxxxx Xxxxx & Xxxxxx, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D; and
(xi) a copy of a current, valid [Standard Certificate of Airworthiness for the Aircraft duly issued by an Authorized Officer the FAA]3 [Export Certificate of Airworthiness duly issued by the Administrative Borrower, Brazilian aviation authority]4 together with a copy of a duly executed application for registration (or of a certificate of an Authorized Officer aircraft registration) of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 3 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement
Delivery of Documents. The Collateral Agent following documents shall have received been delivered to Buyer:
(a) A report from Cronos showing the number of Containers, by pool and type, that are subject to the Lease Agreements as of September 30, 2006;
(b) a Bxxx of Sale for the Containers being sold by Seller on or before the Effective Closing Date (in the followingform of Exhibit “C” attached hereto), executed by such Seller;
(c) an Assignment and Assumption Agreement with Buyer executed by Seller (in the form of Exhibit “D”), assigning to Buyer Seller’s rights under the Lease Agreements and Guaranties;
(d) an Estoppel Agreement executed by Cronos (in the form of Exhibit “E”), acknowledging and consenting to Seller’s assignment and Buyer’s assumption of the Lease Agreements and providing certain representations to Buyer regarding the Containers covered thereby;
(e) a Ratification of Guaranties executed by (i) The Cronos Group (in the form of Exhibit “F”), consenting to the assignment of the Cronos Guaranties to Buyer and confirming that each of the Cronos Guaranties remains in effect, and (ii) by Seller as to the Acknowledgement and Release attached thereto;
(f) if prior to the Closing Date PLMI Fund has assigned and transferred to PLMI Trust all of PLMI Fund’s right, title and interest in and to the Containers and each Lease Agreement(s) to which it is a party, evidence of such transfer, such as an executed bxxx of sale, assignment and assumption agreement between PLMI Fund, as assignor, and PLMI Trust, as assignee, together with a complete copy of the trust agreement of PLMI Trust;
(g) documents evidencing the release of any liens, encumbrances and security interests in the Containers, in form and substance reasonably satisfactory to the Collateral Agent Buyer; and, unless indicated otherwise, dated the Effective Date:
(ih) a Security Agreementall other agreements, together withinstruments, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as documents reasonably requested by Buyer prior to the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred Closing Date to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and effect the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]this Agreement.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 3 contracts
Samples: Container Purchase Agreement (Professional Lease Management Income Fund I LLC), Container Purchase Agreement (PLM Equipment Growth & Income Fund Vii), Container Purchase Agreement (PLM Equipment Growth Fund Vi)
Delivery of Documents. The Collateral Agent shall have received on or before Concurrently with the Effective Date delivery of this Loan Agreement (as previously authorized, executed and attested) at the followingLoan Closing, each in form and substance reasonably satisfactory the Borrower will cause to be delivered to the Collateral Agent and, unless indicated otherwise, dated State each of the Effective Datefollowing items:
(i) a Security Agreementan opinion of the Borrower's bond counsel substantially in the form of Exhibit E hereto; provided, together withhowever, that the State may permit portions of such opinion to be rendered by general counsel to the extent applicable, Borrower and may permit variances in such opinion from the original stock certificates representing all of form set forth in Exhibit E if such variances are acceptable to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferState;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices counterparts of this Loan Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement previously executed and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested attested by the Collateral Agent and each Mortgageparties hereto;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed those resolutions finally adopted by the Collateral Agent, shall cover any board of directors of the Collateral (other than Permitted Liens) Borrower and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing requested by the Collateral AgentState, shall not show any such Liens;
(iv) the Collateral Assignmentincluding, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementwithout limitation, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder resolution of the Borrower authorizing the execution, attestation and the transactions contemplated by the delivery of this Loan Documents to which such Loan Party is or will be a partyAgreement, and (B) the Borrower Bond Resolution, as amended and supplemented as of the date of the Loan Closing, authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution attestation, authentication, sale and delivery of the other documents Borrower Bond to be delivered by such Person in connection herewith and therewith;
the State, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures resolution of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and Borrower confirming the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence details of the incumbency of such authorized officers/directors/representatives;
(x) a certificate sale of the appropriate official(s) Borrower Bond to the State, each of said resolutions of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower being certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Borrower as of the date of the Loan Closing, (D) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to the State and setting forth any other approvals required therefor by the BPU, if applicable, and (E) any other Proceedings; and
(xixiv) a certificate the certificates of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage as required by Section 7.01 and pursuant to the terms of each Security Agreement Section 3.06(c) hereof and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestcertificates, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, information as the Collateral Agent State may reasonably requestrequire in Exhibit F hereto, if any.
Appears in 3 contracts
Samples: Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Amendment Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementcertificate of an Authorized Officer of each Loan Party, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion to copies of the Collateral AgentGoverning Documents of such Loan Party, desirable or that there have been no changes to perfect the security interests purported to be created by each Security Agreement Governing Documents of such Loan Party since the Effective Date, and (B) evidence reasonably satisfactory as to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder on the Amendment Effective Date and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viiiii) a Perfection CertificateJoinder Agreement, duly executed by adding each of TPI Mexico III, LLC, TPI Mexico IV, LLC, TPI Morocco, LLC, TPI Morocco I, LLC and TPI Turkey Izbas, LLC as additional Guarantors, together with such other instruments and documents (including, without limitation, security agreement supplements, pledge amendments, supplements to the parties theretoIntercompany Subordination Agreement and opinions) required to be delivered pursuant to Section 3 thereof;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiiii) an opinion of Xxxxx LovellsXxxxxxx Procter LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixiv) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as that the Loan Parties on a consolidated basis are Solvent (after giving effect to the solvency of 2015 Delayed Draw Term Loan and the Borrowers (taken as a wholeother transactions to occur on the Amendment Effective Date), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Av) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof certificate delivered by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer Borrower certifying to the Agents and the Lenders that the proceeds of the Administrative Borrower stating that 2015 Delayed Draw Term Loan are being used for a Permitted Project and are in compliance with the budget for such agreements remain Permitted Project set forth on Schedule 1.01(C) and attaching thereto a detailed sources and uses statement in full force form and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each substance reasonably satisfactory to the Collateral Agent Required Lenders; and
(vi) a certificate of the chief financial officer of the Parent setting forth in form reasonable detail the calculations required to establish, on a pro forma basis after giving effect to the 2015 Delayed Draw Term Loan and substancethe other transactions to occur on the Amendment Effective Date, compliance with each of the financial covenants contained in Section 7.03 (as amended by this Amendment, as applicable) for the Collateral Agent may reasonably requestnext four fiscal quarters.
Appears in 3 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificate, duly executed by Management Rights Agreement between the parties theretoParent and each Lender that is intended to qualify as a venture capital operating company under the United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-101 (each a “VCOC Management Rights Agreement”);
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiix) a certificate of the chief financial officer of the Parent attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer of the Ultimate Parentand Section 6.01(bb)(ii);
(xixxi) a certificate of the chief financial officer of Funko Holdings the Parent, certifying that the Loan Parties on a consolidated basis are Solvent (after giving effect to the Loans made on the Effective Date);
(xii) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties is in breach or default of any of its obligations under such agreements;
(xiii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the solvency subsistence in good standing of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory such Loan Party in form and substance to the Collateral Agentsuch jurisdictions;
(xxxiv) an opinion of Xxxxxxx Procter LLP, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xv) evidence of the insurance coverage required by Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestAgreement;
(xxixvi) [intentionally omitted];
(xvii) [intentionally omitted];
(xviii) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each Existing Credit Facility (in the case of the Existing Credit Facilities GE China Loan and the GE Iowa Loan, only with respect to the relevant sections of the applicable supply agreements with GE) and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixix) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements[intentionally omitted];
(xxiiixx) evidence satisfactory to the Agents that a Process Agent has been properly appointed by each Loan Party in accordance with Section 12.10(b);
(xxi) evidence satisfactory to the Agents that the existing equity holders of the Parent have waived or deferred in writing, on terms acceptable to the Agents, any applicable redemption rights under the Eighth Amended and Restated Certificate of Incorporation of the Parent until the Obligations have been paid in full and all Commitments hereunder have been terminated; and
(xxii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 3 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Amendment Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementcertificate of an Authorized Officer of each Loan Party, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion to copies of the Collateral AgentGoverning Documents of such Loan Party, desirable or that there have been no changes to perfect the security interests purported to be created by each Security Agreement Governing Documents of such Loan Party since the Effective Date, and (B) evidence reasonably satisfactory as to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder on the Amendment Effective Date and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiii) an opinion of Xxxxx LovellsXxxxxxx Procter LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixiii) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as that the Loan Parties on a consolidated basis are Solvent (after giving effect to the solvency 2014 Delayed Draw Term Loan, the incurrence of the Borrowers (taken as a whole2014 Subordinated Indebtedness and the other transactions to occur on the Amendment Effective Date), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Aiv) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof certificate delivered by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer Borrower certifying to the Agents and the Lenders that the proceeds of the Administrative Borrower stating that 2014 Delayed Draw Term Loan is being used for a Permitted Project and is in compliance with the budget for such agreements remain Permitted Project set forth on Schedule 1.01(C) and attaching thereto a detailed sources and uses statement in full force form and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each substance reasonably satisfactory to the Collateral Agent Required Lenders;
(v) a certificate of the chief financial officer of the Parent setting forth in reasonable detail the calculations required to establish, on a pro forma basis after giving effect to the 2014 Delayed Draw Term Loan, the incurrence of the 2014 Subordinated Indebtedness and the other transactions to occur on the Amendment Effective Date, compliance with each of the financial covenants contained in Section 7.03 (as amended by this Amendment, as applicable) for the next four fiscal quarters; and
(vi) a Disbursement Letter, executed by the Loan Parties, the Agents, the Lenders and the 2014 Subordinated Indebtedness Creditors, in form and substance, as substance satisfactory to the Collateral Agent may reasonably requestAgents.
Appears in 3 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Restatement Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Restatement Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementthe results of searches for any effective UCC financing statements, together withtax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens acceptable to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCollateral Agent);
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePerfection Certificate;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensDisbursement Letter;
(iv) the Collateral Assignment, duly executed by the BuyerFee Letters;
(v) the Intercompany Subordination Agreement, duly executed by a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) either (x) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Restatement Effective Date by each party; thereto;
an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), or (viiy) that the Governing Documents of such Loan Party have not been modified since the Effective Date, (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) as to the matters set forth in Section 5.01(b);
(vi) a certificate of the chief financial officer of the Parent attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(bb)(ii);
(vii) a certificate of the chief financial officer of the Parent, certifying that the Loan Parties on a consolidated basis are Solvent (after giving effect to the Loans made on the Restatement Effective Date and the Letters of Credit to be issued on the Restatement Effective Date);
(viii) a certificate of the chief financial officer of the Parent, certifying that, as of the Restatement Effective Date, the Leverage Ratio of the Parent and its Subsidiaries is not greater than 1.50 to 1.00 (after giving effect to the Loans and other transactions to occur on the Restatement Effective Date);
(ix) a certificate of an Authorized Officer of the Administrative Borrower certifying (A) as to Material Contracts in effect on the Restatement Effective Date, (B) that true, complete and correct copies thereof have either been previously delivered to the Collateral Agent or are attached to such certificate and (C) that such agreements remain in full force and effect and that none of the Loan Parties is in breach or default of any of its obligations under such agreements;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Restatement Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx LovellsXxxxxxx LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxii) evidence of the insurance coverage required by Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;Agreement; and
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent following shall have received on or before the Effective Date the followingbeen delivered to Prairie, each duly authorized and executed in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwisePrairie:
(1) this Amendment;
(2) that certain Reaffirmation of Subordination Agreement, dated the Effective Date:
(i) a Security Agreementdate hereof, together withamong Holdings, to the extent applicableBorrower, the original stock certificates representing all of the Equity Interests, Prairie and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgent;
(ii3) a UCC Filing Authorization Letterthat certain Reaffirmation of Security Party Guaranty, together with (A) appropriate financing statements on Form UCC-1dated the date hereof, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement between Holdings and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePrairie;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii4) a copy of the resolutions Make-Well Agreement;
(5) such evidence of the authority of each Loan Partyparty to this Amendment and each agreement, certified document and instrument described herein (other than Prairie) to execute and deliver this Amendment and all other agreements, documents and instruments delivered in connection herewith as Prairie may require, including but not limited to (i) a copy of resolutions duly adopted by the Effective Date by an Authorized Officer thereofboard of directors (or other governing authority) of each such Person, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery execution and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other agreements, documents and instruments to be executed and delivered performed by each such Loan Party in connection herewith Person pursuant to this Amendment (collectively, the "Other Amendment Documents"), certified as complete and therewithcorrect by the corporate secretary or similar officer of each such Person, together with evidence of the incumbency of such authorized officers/directors/representatives;
and (xii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification secretary of each Loan Security Party and their respective Subsidiaries certifying as that neither the articles of a recent incorporation or bylaws of such Person has been amended or modified since the date not more than 30 days prior on which certified copies of such documents were previously delivered to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsPrairie;
(xi6) a true and complete copy of certificate signed by the charter, certificate of formation, certificate of limited partnership Secretary or other publicly filed organizational document a Vice President of each Loan Security Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified dated as of the Effective Date by an Authorized Officer date hereof stating that the conditions to the effectiveness of such Loan Party;this Amendment have been fully satisfied; and
(xiii7) an opinion of Xxxxx Lovellssuch other instruments, documents, certificates, consents, waivers and opinions (including opinions from White & Case, counsel to the Loan Parties, Security Parties and HIG Capital) as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Prairie may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Thane International Inc), Note and Warrant Purchase Agreement (Thane International Inc)
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, duly completed and executed by each of the parties hereto;
(B) the Fee Letter, duly completed and executed by each of the parties thereto;
(C) the Custodial Agreement, duly completed and executed by each of the parties thereto;
(D) the Account Control Agreement, duly completed and executed by each of the parties thereto;
(E) the Guaranty, duly completed and executed by each of the parties thereto;
(F) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(G) the Servicer Letter, duly completed and executed by each of the parties thereto;
(H) [reserved];
(I) [reserved];
(J) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(K) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed; provided that Purchaser shall not utilize such power of attorney unless an Event of Default has occurred and is continuing;
(L) a UCC financing statement for filing in the UCC Filing Jurisdiction, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “All assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and all products thereof” (the “UCC Financing Statement”);
(M) [reserved];
(N) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to the Collateral Agent andPurchaser (including, unless indicated otherwisebut not limited to, dated the Effective Date:
(i) a Security Agreementthose relating to corporate matters, together withenforceability, to the extent applicable, the original stock certificates representing all applicability of the Equity InterestsInvestment Company Act of 1940, security interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBankruptcy Code safe harbors);
(iiO) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within fourteen (A14) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewith;herewith; and
(viiiP) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Delivery of Documents. The Collateral Agent shall Lender shall, except as noted below, have received on executed counterparts of the following agreements, instruments, certificates or before the Effective Date the followingdocuments, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
such counterparts (i) a Security Agreementshall have been duly authorized, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership respective party or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments parties thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentLender and (iii) shall be in full force and effect:
(1) this Agreement, with all exhibits, annexes, appendices and schedules hereto;
(xx2) evidence a copy of the insurance coverage required Purchase Agreement certified by Section 7.01 the Manufacturer, with all attachments, schedules, letter agreements and the terms of each Security Agreement and all other agreements, except for any such other insurance coverage provisions, terms and agreements which are not requested by the Lender after being informed of their substance, executed and delivered as part of the Purchase Agreement;
(3) an Officer's Certificate of Chautauqua, dated as of the Financial Closing Date stating that: (i) its representations and warranties contained in Section 3 are true and accurate on and as of the Financial Closing Date (unless such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date); (ii) all covenants and conditions required to be performed or fulfilled by it under this Agreement prior to or on the Financial Closing Date have been performed or fulfilled; (iii) as of the Financial Closing Date, both before and after giving effect to the transactions contemplated by this Agreement, no Commitment Termination Event shall have occurred and be continuing; (iv) absent a Change in U.S. Tax Law, or being requested to do so by any appropriate Government Entity and subject to the receipt of an IRS form W8-EXP, it has no present intention to (and will not) withhold taxes on payments of interest on each Leveraged Leasing Loan and Loan A; and (v) no event has occurred and is continuing that constitutes a Material Adverse Change with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestChautauqua;
(xxi4) evidence a certificate of the payment in full Secretary or an Assistant Secretary of all Indebtedness under Chautauqua, dated as of the Existing Credit Facilities, together with Financial Closing Date (A) a termination and release agreement or deed of release (as applicable) with respect to each stating that the copy of the Existing Credit Facilities resolutions of the Board of Directors of Chautauqua (attached to the certificate) authorizing the execution, delivery and all related documents, duly executed by the applicable Loan Parties performance of this Agreement and the Existing Lendersother Loan Documents to which Chautauqua will be a party as contemplated by this Agreement is true and accurate, and that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (B) a termination of security interest in intellectual property for each assignment for security recorded by stating that the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property copies of the Loan Partiescertificate of incorporation and by-laws of Chautauqua (which are attached to the certificate), are true and complete copies thereof and (C) UCC-3 termination statements for all UCC-1 financing statements filed by certifying to the Existing Lenders incumbency and covering any portion signature of the Collateralofficers of Chautauqua executing this Agreement;
(xxii5) copies the following executed legal opinions:
(A) an opinion of the Acquisition Documents andXxxxxx Xxxxxxx & Xxxx LLP, special counsel to the extent requested by the Collateral AgentChautauqua, of the other Material Contracts as in effect on the Effective Date, certified as true form and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementssubstance satisfactory to FINAME;
(xxiiiB) such other customary agreements, instruments, opinions an opinion of additional counsel to Chautauqua (including inside and other documents, each reasonably satisfactory to the Collateral Agent regulatory counsel) in form and substancesubstance satisfactory to FINAME;
(C) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, special New York counsel to the Lender, in form and substance satisfactory to FINAME;
(D) an opinion of Xxxxxxxx Neto-Advogados, Brazilian counsel to the Lender, in form and substance satisfactory to FINAME; and
(6) a copy of each Code-Share Agreement currently in effect, as listed on Schedule III, certified by the Collateral Agent may reasonably request.Secretary of Chautauqua
Appears in 2 contracts
Samples: Funding Agreement (Republic Airways Holdings Inc), Funding Agreement (Republic Airways Holdings Inc)
Delivery of Documents. The Collateral Agent New Borrower hereby agrees that the following documents shall have received on be delivered to the Bank prior to or before the Effective Date the followingcontemporaneously with delivery of this Amendment, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated Bank: • the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Lettercompleted Limited Liability Company Borrowing Certificate for New Borrower, together with (A) appropriate financing statements on Form UCC-1, the duly filed in such office or offices as may be necessary or, in the opinion executed signatures thereto; • Consent of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent managers/members of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, New Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered required by such Loan Party Bank in connection herewith with this Amendment; • the Operating Documents and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a long-form good standing certificate of New Borrower certified by the appropriate official(sSecretary of State of Delaware and each jurisdiction in which New Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) of the jurisdiction of organization and, except days prior to the extent such failure date hereof; • duly executed signatures to be so qualified could not reasonably be expected to have a Material Adverse Effectthe Control Agreement with Xxxxx Fargo Bank; • certified copies, each jurisdiction of foreign qualification of each Loan Party certifying dated as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofdate, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Partiesfinancing statement searches, as to such customary matters as the Agents Bank may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in each case, where reasonably requested by the Collateral Agent, with any such endorsements as to the named insureds financing statements either constitute Permitted Liens or loss payees thereunder as the Collateral Agent may request and providing that such policy may be have been terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence released; • a Perfection Certificate of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative New Borrower, together with a certificate of an Authorized Officer of the Administrative duly executed signature thereto (the “New Borrower stating Perfection Certificate”); • evidence satisfactory to Bank that such agreements remain the insurance policies and endorsements required by the Loan Agreement are in full force and effect effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) • such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Bank may reasonably request.. • Amendments to Loan Agreement. • Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2 is amended by (i) deleting the word “and” appearing in subsection (j) thereof, (ii) re-lettering subsection (k) as subsection (l) and (iii) inserting the following new subsection (k):
Appears in 2 contracts
Samples: Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.)
Delivery of Documents. The Collateral Agent CIT shall have received on or before the First Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent CIT and, unless indicated otherwise, dated the First Amendment Effective Date:
(i) a Security Agreement, together with, to counterparts of this Amendment which bear the extent applicable, the original stock certificates representing all signatures of the Equity Interests, Company and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCIT;
(ii) a UCC Filing Authorization Lettercertificate of an Executive Officer, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion that attached thereto are complete and correct copies of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Asset Purchase Agreement and all other Protective Acquisition Documents, (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) that attached thereto is a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Company authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party the Company of each Loan Document to which such Loan Party is or will be a party this Amendment, and the execution and delivery performance of the other documents to be delivered Financing Agreement as amended by such Person in connection herewith and therewith;
this Amendment, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party the Company authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewiththis Amendment, together with evidence of the incumbency of such authorized officers/directors/representatives, (D) that the charter and by-laws of the Company have not been amended or otherwise modified since the Restatement Effective Date and that the copies thereof previously delivered to CIT are true, correct and complete, and (E) that all conditions to the effectiveness of the purchase of the Protective Assets have been satisfied;
(xiii) a certificate satisfactory evidence that no less than $105,000 in trust fund liabilities of Sterling Heights Protection Agency, Inc. has been paid (the "Initial Payment") to the Department of Treasury, Internal Revenue Service (the "IRS"), which Initial Payment shall partially satisfy obligations owing to the IRS totaling approximately $188,000 as of the appropriate official(s) of date hereof (the jurisdiction of organization and, except to difference between the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, Initial Payment and the payment of taxes by, such Loan Party in such jurisdictionstotal obligations being hereinafter referred to as the "IRS Balance");
(xiiv) a true satisfactory evidence that taxes in an amount equal to no less than $150,000 upon the Seller and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior payable to the Effective Date by an appropriate official State of Florida in respect of outstanding sales tax liabilities of Seller or Sterling Heights Protection Agency for the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionperiods June 2004 through May 2006 have been paid;
(xiiv) a fully executed copy of that certain Factoring and Security Agreement, dated on or about the date hereof (the "New Factoring Agreement"), by and between Seller and Florida Corporate Funding, Inc. (the "Factor"), which New Factoring Agreement shall provide, among other things, a satisfactory collateral description;
(vi) a copy of that certain UCC-1 filed against the Governing Documents of each Loan PartySeller and naming the Factor as the secured party, together with all amendments theretowhich UCC-1 statement shall provide, certified as of the Effective Date by an Authorized Officer of such Loan Partyamong other things, a satisfactory collateral description;
(xiiivii) an opinion UCC termination statements, amendments, releases of Xxxxx Lovells, counsel to security interests and other instruments or documentation evidencing the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds termination or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release amendment (as applicable) with respect to of each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;lien described on Exhibit A attached hereto; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiiviii) such other customary agreements, instruments, opinions instruments and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent CIT may reasonably requestrequest from the Company.
Appears in 2 contracts
Samples: Financing Agreement (Command Security Corp), Financing Agreement (Command Security Corp)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date received, each of the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated on or before the Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment, together with, to duly executed by the extent applicableLoan Parties, the original stock certificates representing all of Agents, the Equity Interests, L/C Issuer and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferthe Lenders;
(ii) a UCC Filing Authorization Letterduly executed Notice of Borrowing, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion pursuant to Section 2.02 of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageFinancing Agreement;
(iii) certified the First Amendment Fee Letter, duly executed by each of the parties thereto;
(iv) copies of request for copies of information on Form UCC-11UCC, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its propertysearch results with respect to each Loan Party, which results, except as otherwise agreed to in writing by the Collateral Agent, search results shall not show reflect any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, including, without limitation, the borrowing of the Additional Loan, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(vi) a certificate of an Authorized Officer of each Loan Party, in form and substance reasonably satisfactory to the Collateral Agent, confirming that the Governing Documents of such Loan Party have not been amended, supplemented or otherwise modified since the most recent date on which certified copies of the organizational documents of such Loan Party were delivered to the Collateral Agent;
(vii) a certificate of appropriate official(s) of the state of organization of each Loan Party certifying as to the subsistence in good standing of such Loan Party in such state, dated as of a recent date prior to the Amendment Effective Date;
(viii) a Perfection Certificateopinions of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP, duly executed by counsel to the parties theretoLoan Parties, in form and substance reasonably satisfactory to the Collateral Agent;
(ix) a certificate of an Authorized Officer of each Loan Party, Party certifying as to the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party matters set forth in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativessubsection (a) hereof;
(x) a certificate of the appropriate official(s) chief financial officer of the jurisdiction of organization andParent, except setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectAdditional Loans, with each jurisdiction of foreign qualification the financial covenants contained in Section 7.03 of each Loan Party certifying the Financing Agreement as of a recent date not more than 30 days prior to the Effective Date as to most recently-ended Fiscal Quarter of the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsParties;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (Loan Parties, taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents ; and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement (Builders FirstSource, Inc.)
Delivery of Documents. The Collateral Agent Borrower shall have received on delivered, or before caused to be delivered, to the Effective Date Bank the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all Note and each of the Equity Interests, and other Loan Documents all promissory notes required to be pledged thereunder, accompanied properly executed by undated stock powers executed in blank and other proper instruments Responsible Officers of transferthe Obligors;
(ii) a UCC Filing Authorization Letter, together with certified copies of (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion resolutions of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and Borrower’s board of director’s (Bor equivalent governing body) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of this Agreement, the Note to be issued hereunder and each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents Loan Documents required to be delivered by any Section hereof, (B) the Borrower’s articles of incorporation and by-laws and (C) the Borrower’s certification of good standing issued by the Secretary of State of the jurisdiction of its incorporation which shall be dated no earlier than sixty (60) days from the Closing Date;
(iii) an incumbency certificate identifying all persons authorized to sign on the Borrower’s behalf, with specimen signatures;
(iv) such Person financial statements, reports, certifications and other operational information as the Bank may reasonably require, satisfactory in connection herewith all respects to the Bank, including but not limited to the most recent: (A) quarterly accounts receivable aging report, (B) quarterly inventory report, (C) internally prepared quarterly financial statement, (D) audited financial statement for the prior year and therewith(E) field examination report;
(v) payment by the Borrower of all fees including, without limitation, associated with the Loan;
(vi) a fully executed pay-off letter, confirming that the repayment in full of, and the termination of any commitments to make extensions of credit under, all of the outstanding indebtedness owing to the Refinanced Lender, including satisfactory language that upon payment of the amount listed therein that the Refinanced Lender shall terminate or grant necessary authority to terminate and release all of its financings statements, mortgages, assignments of leases and rents, security interests in all assets and other instruments in order to release all of the assets of the Borrower, including the Collateral;
(vii) subordination agreement in the form attached hereto as Exhibit F providing for the subordination of the outstanding loan by the Borrower to the referenced subordinating creditor;
(viii) a Perfection Certificate, duly executed by the parties thereto;searches and certificates required under Section 4; and
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestBank.
Appears in 2 contracts
Samples: Loan and Security Agreement (Precision Aerospace Components, Inc.), Loan and Security Agreement (Precision Aerospace Components, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date (or such other date expressly specified below) the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower;
(ii) the Guarantor Security Agreement, duly executed by the Equity Guarantor, together with, to the extent applicable, with the original stock LLC membership certificates (if any) representing all of the membership interests of the Borrower owned by the Equity Interests, and all promissory notes required to be pledged thereunderGuarantor, accompanied by undated stock transfer powers executed in blank and other proper instruments of transfer;
(iiiii) each Individual Guaranty, duly executed by the applicable Individual Guarantor;
(iv) a UCC Filing Authorization Letter, duly executed by the Borrower and the Equity Guarantor, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each created by the Security Agreement and the Guarantor Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Credit Party and the Originator and which are filed in the offices referred to in paragraph (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvi) the Collateral AssignmentMaster Participation Agreement, duly executed by the BuyerOriginator and the Borrower;
(vvii) the Intercompany Subordination AgreementImperial Limited Guaranty, duly executed by each Loan PartyImperial;
(viviii) Each of the Flow of Funds AgreementCollateral Value Policy and the Contingent Collateral Value Policy, duly executed by the Collateral Value Insurer and the Contingent Collateral Value Insurer, as applicable, and each party; theretoin full force and effect;
(viiix) a copy of the resolutions of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the Transaction Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by such Loan Party Person of each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the representatives of such Loan Party the Equity Guarantor, the Borrower and the Originator authorized to sign each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction of foreign qualification of each Loan Party the Equity Guarantor, the Borrower and the Originator certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofof the Equity Guarantor, the Borrower and the payment of taxes by, such Loan Party Originator in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party the Equity Guarantor, the Borrower and the Originator certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party the Equity Guarantor, the Borrower and the Originator which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Partythe Equity Guarantor, the Borrower and the Originator, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Partythe Equity Guarantor, the Borrower and the Originator;
(xiiixiv) an opinion of Xxxxx Lovells& Xxxxxxx, LLP substantially in the form of Exhibit H hereto and an opinion of Xxxxx, Lord Bissell & Liddell, each counsel to the Loan PartiesCredit Parties and the Originator, in form and substance satisfactory to the Agents, and as to such customary other matters as the Agents Collateral Agent may reasonably request, including, without limitation, non-consolidation, true sale and true participation opinions;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].Local Counsel Opinions in form and substance satisfactory to the Lender and Agents;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xvii) a copy of the Financial Statements;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Borrower and the Originator, certifying as to the solvency of the Borrowers (taken as a whole)Borrower and the Originator, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxix) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties Borrower as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xx) a certificate of an Authorized Officer of the Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing and all other notices under this Agreement, the other Loan Documents and the Transaction Documents;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsCollateral Agency Agreement, duly executed by the applicable Loan Parties Originator, the Borrower, the Insurance Collateral Agent and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralCollateral Agent;
(xxii) the Initial Servicing Agreement, duly executed by the Borrower and the Initial Servicer;
(xxiii) copies of the Acquisition Transaction Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiiixxiv) such depository account, blocked account, lockbox account and similar agreements and other documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower’s cash management system; and
(xxv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, xxxx completed and executed by each of the parties hereto;
(B) the Fee Letter, xxxx completed and executed by each of the parties thereto;
(C) the Custodial Agreement, xxxx completed and executed by each of the parties thereto;
(D) the Account Control Agreement, xxxx completed and executed by each of the parties thereto;
(E) the Guaranty, xxxx completed and executed by each of the parties thereto;
(F) the Servicing Agreement, xxxx completed and executed by each of the parties thereto;
(G) the Servicer Letter, xxxx completed and executed by each of the parties thereto;
(H) the Pledge Agreement, xxxx completed and executed by each of the parties thereto;
(I) reserved;
(J) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(K) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed;
(L) a UCC financing statement for filing in the UCC Filing Jurisdiction of Seller, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “All assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and all products thereof” (the “Seller Financing Statement”);
(M) a UCC financing statement for filing in the UCC Filing Jurisdiction of Originator, naming Originator as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of Pledged Collateral (the “Originator Financing Statement”);
(N) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to the Collateral Agent andPurchaser (including, unless indicated otherwisebut not limited to, dated the Effective Date:
(i) a Security Agreementthose relating to corporate matters, together withenforceability, to the extent applicable, the original stock certificates representing all applicability of the Equity InterestsInvestment Company Act of 1940, security interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBankruptcy Code safe harbors);
(iiO) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within twenty (A20) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewith;herewith; and
(viiiP) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, duly executed by each applicable Loan Party;
(iii) a Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party’s subsidiaries and all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiv) an Intercompany Subordination Agreement;
(v) the Contribution Agreements;
(vi) the UK Composite Guarantee and Debenture, duly executed by each UK Subsidiary;
(vii) a copy of each letter issued by the applicable Governmental Authority, evidencing each Facility’s compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws;
(viii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement, each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer authorized signatory thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Financing Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Financing Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, the Warrants;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Financing Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) to the extent applicable or available, a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) to the extent applicable or available, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document Governing Documents of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer authorized signatory of such Loan Party;
(xiiixv) (A) an opinion of Xxxxx Lovells*** , counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request, including, without limitation, the Warrants, (B) an opinion of *** , U.K. counsel to the Loan Parties, as to other matters as the Agent may reasonably request, and (C) an opinion of *** , Maryland counsel to the Loan Parties, as to such other matters as the Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with true and correct by an authorized signatory of the representations and warranties Parent, which certificate shall set forth all existing Indebtedness (not otherwise set forth in Section 6.01(g)(ii) by an Authorized Officer the Financial Statements), pending or threatened litigation or claims and other contingent liabilities of the Ultimate Parent and its Subsidiaries;
(xviii) a certificate of the chief financial officer of the Parent, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Term Loan to be made on the Effective Date, with each of the financial covenants contained in Section 7.03;
(xix) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers (taken as a whole)such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement Agreement, the UK Composite Guarantee and Debenture and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, (a) on any policy issued by a United States insurance company, with such endorsements endorsements, as to the named insureds insureds, mortgagees or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice (or, in the case of a failure to pay the premium, 10 days) to the Collateral Agent and each such named insured insured, mortgagee or loss payeepayee (as applicable), and (b) on any policy issued in England or Wales, with appropriate notices to and acknowledgements from the policy issuer with respect to the security interest of Agent, each, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of a landlord waiver, in form and substance satisfactory to the payment Agent and which may be included as a provision contained in full of all Indebtedness under the Existing Credit Facilitiesrelevant Lease, together with (A) a termination and release agreement or deed of release (as applicable) executed by each landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by Leases for the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralFacilities;
(xxii) a collateral access agreement, in form and substance satisfactory to the Agent, executed by each Person who possesses Inventory of any Loan Party; *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
(xxiii) copies of the Acquisition Alconbury Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer authorized signatory of the Administrative Borrower, together with a certificate of an Authorized Officer authorized signatory of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxiv) such documents as are required under the Existing Debt Facility to call the bonds issued thereunder, duly executed by the applicable Loan Parties;
(xxv) a satisfactory ASTM 1527-00 Phase I Environmental Site Assessment (“Phase I ESA”) provided by the Borrowers to the Agent (and, if requested by the Agent based upon the results of such Phase I ESA, an ASTM 1527-00 Phase II Environmental Site Assessment) of the Facility, in form and substance and by an independent firm satisfactory to the Agent;
(xxvi) such Control Agreements and depository account, blocked account and similar agreements and other documents, each in form and substance satisfactory to the Agent, as the Agent may request with respect to the cash management system of the Loan Parties;
(xxvii) the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 13.01, duly executed by the Parent;
(xxviii) the Registration Rights Agreement, duly executed by the Parent;
(xxix) an updated appraisal of all US and UK real property locations;
(xxx) a Process Agent Agreement, in form and substance satisfactory to the Agent, executed by each Foreign Subsidiary and the Process Agent;
(xxxi) evidence that the Loan Parties are in compliance with good laboratory practices as monitored by the UK Home Office;
(xxxii) a copy of the deed by Huntington UK to HIH Capital Limited evidencing the transfer of the funds received pursuant to the Existing Debt Facility; and
(xxxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Life Sciences Research Inc), Financing Agreement (Life Sciences Research Inc)
Delivery of Documents. The Collateral Agent following shall have received on or before been delivered to the Effective Date the followingAgent, each duly authorized and executed and in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateAgent:
(1) this Amendment;
(2) the Make-Well Agreement;
(3) such evidence of the authority of HIG, the Borrowers and each of their respective Subsidiaries to execute and deliver this Amendment and all other Loan Documents delivered in connection herewith as the Agent may require, including but not limited to (i) a Security Agreementcopy of resolutions duly adopted by the board of directors (or other governing authority) of each such Person, together withauthorizing the execution by each such Person of this Amendment and the other agreements, documents and instruments to the extent applicablebe executed by each such Person pursuant to this Amendment (collectively, the original stock certificates representing all "Other Amendment Documents"), certified as complete and correct by the corporate secretary or similar officer of the Equity Interestseach such Person, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in certificate of the secretary of each Borrower and each of its Subsidiaries to the effect that neither the articles of incorporation nor the bylaws of such office Person has been amended or offices as may be necessary modified since the Closing Date or, in if not the opinion Closing Date, the date on which certified copies of such documents previously were delivered to the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies the organizational and authority documents of information on Form UCC-11HIG;
(4) to the extent not previously delivered to the Agent, listing all effective financing statements which name as debtor (i) a Collateral Access Agreement in respect of each parcel of leased real Property of any Loan Party and which are filed in the offices referred to in paragraph Borrower or any Subsidiary of any Borrower, (ii) abovefor each Depositary Account maintained by any Borrower or any Subsidiary of any Borrower, together with copies a Depositary Account Agreement covering such Depositary Account, and (iii) Uniform Commercial Code termination statements or other releases as the Agent may require for each Uniform Commercial Code financing statement of such financing statementsrecord that does not evidence Liens permitted under the Existing Credit Agreement, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensamended;
(iv5) the Collateral Assignment, duly executed a certificate signed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) Secretary or a copy Vice President of the resolutions of each Loan Party, certified Borrowers dated as of the Effective First Amendment Closing Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to affirming the matters set forth in this Section 5.01(b)as of the First Amendment Closing Date;
(xviii6) a copy of (A) the Financial Statements an amended and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) restated Security Agreement by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement their respective Subsidiaries and such other insurance coverage with respect to the business Uniform Commercial Code financing statements and operations of the Loan Parties so-called in-lieu continuation financing statements as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A7) a termination reaffirmation of subordination agreement by and release agreement or deed of release among Prairie, the Borrowers and the Agent; and
(as applicable) with respect to each of the Existing Credit Facilities and all related 8) such other instruments, documents, duly executed by the applicable Loan Parties certificates, consents, waivers and the Existing Lendersopinions (including opinions from White & Case, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, counsel to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true Borrowers and correct copies thereof by their Subsidiaries and an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiiopinion from counsel to HIG) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Thane International Inc), Credit Agreement (Thane International Inc)
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lender and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties thereto;
(ii) a UCC Filing Authorization Lettereach Security Document, together with duly executed by the applicable Loan Party and each other Person to be party thereto;
(Aiii) appropriate financing statements in form appropriate for filing (on Form UCC-1, duly filed UCC-1 or otherwise) in such office or offices as may be necessary or, in the opinion sole discretion of the Collateral AgentLender, desirable to perfect the security interests purported to be created by each Security Agreement and Document (Bto the extent such security interest can be perfected by the filing of such financing statements);
(iv) evidence reasonably satisfactory the delivery to the Collateral Agent (or its designee) of any certificates evidencing Equity Interests in each Loan Party (other than the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageParent), together with appropriate endorsements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens, judgment Lien Liens, bankruptcy filings or other court proceedings, as the Lender shall have reasonably requested, filed against such Person or naming any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Lender) or bankruptcy filings or other court proceedings (other than court proceedings acceptable to Lender);
(ivvi) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementa Perfection Certificate, duly executed by each Loan PartyParty and completed in a manner reasonably satisfactory to the Lender;
(vivii) the Flow of Funds Agreement, duly executed by each party; theretoMemorandum;
(viiviii) the Warrants (contemporaneously with the closing on the Effective Date);
(ix) the Senior Lender Intercreditor Agreement;
(x) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the other Transactions to which such Loan Party is or will be a party, party and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives Officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesOfficers;
(xxii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party Party, other than in the case of the English Borrower and the Irish Borrower, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment or qualification of taxes by, such Loan Party in such jurisdictions;
(xixiii) a true and complete copy of the chartercharter or bye-laws, certificate of formationformation or incorporation, certificate of limited partnership or other publicly filed organizational document Governing Document of each Loan Party (as applicable), other than in the case of the Irish Borrower, certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionjurisdiction and it is common practice in such jurisdiction for such document to contain the organizational number;
(xiixiv) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) an opinion of Xxxxx LovellsXxxxxx LLP counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xvi) a capacity opinion of Xxxxxx (UK) LLP counsel to the Loan Parties;
(xvii) an enforceability opinion of TLT LLP counsel to the Lender;
(xviii) an opinion of XXXXXXX XX counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xix) an opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xx) a capacity opinion of A&L Goodbody, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xivxxi) [Intentionally Omitted].
(xv) [Intentionally Omitted].an enforceability opinion of Xxxxxxxx, counsel to the Lender;
(xvi) [Intentionally Omitted].
(xviixxii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b4.01(b), (e), (f) and (g);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxxiii) a certificate of the chief principal financial or accounting officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (Loan Parties taken as a whole)whole after giving effect to the Transactions, which certificate shall be reasonably satisfactory in form and substance reasonably acceptable to the Collateral AgentLender;
(xxxxiv) evidence of the insurance coverage required by Section 7.01 5.21 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestDocument, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds insured or lender loss payees thereunder as the Collateral Agent Lender may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent Lender and each such named insured or lender loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Lender may reasonably request;
(xxixxv) evidence certificates of an Officer of each Borrower, certifying the names and true signatures of the payment in full persons that are authorized to provide Notices of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Borrowing and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixxvi) copies the consolidated financial statements of the Acquisition Documents and, Parent referred to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true Section 5.14(a) and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements(b);
(xxiiixxvii) the Projections referred to in Section 5.14(c); and
(xxviii) such other customary agreements, instruments, opinions approvals, and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably requestrequest in advance, including in respect of any “know-your-customer” requirements, Anti-Money Laundering Laws and Anti-Corruption Laws.
Appears in 2 contracts
Samples: Credit Agreement (Roivant Sciences Ltd.), Credit Agreement (Roivant Sciences Ltd.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each of which shall be originals or “pdf” files unless otherwise specified, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens[Intentionally Omitted];
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(viv) the Flow of Funds Agreement, duly executed by each party; theretothe Administrative Agent and the Administrative Borrower;
(viivi) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings or guaranties, as applicable, hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiix) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixi) an opinion of Xxxxx LovellsXxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xii) an opinion of Xxxxxx Xxxxxxxx Xxxxx, P.C., special Washington counsel to Funko, as to such customary matters as the Agents may reasonably request;
(xiii) Cash Management Agreements, each in form and substance reasonably satisfactory to the Agents, with respect to the Cash Management Accounts;
(xiv) [Intentionally Omitted].An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for the Borrowers’ headquarters and warehouse location in Everett, Washington; provided, however, this condition shall be deemed to be satisfied if Borrowers have used commercially reasonable efforts to obtain such waivers;
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to the matters set forth in Section 5.01(b)) [Representations and Warranties; No Event of Default] and (B) that the Borrowers have a Leverage Ratio of less than 2.75 to 1.00 as of the most recent quarter end for which financial statements are available, calculated on trailing twelve month basis;
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) [Financial Conditions] hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii;
(xvii) by an Authorized Officer of the Ultimate Parent[Intentionally Omitted];
(xviii) [Intentionally Omitted];
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents ; and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower;
(ii) the Guarantor Security Agreement, duly executed by the Equity Guarantor, together with, to the extent applicable, with the original stock certificates representing all of the common stock of the Borrower owned by the Equity Interests, and all promissory notes required to be pledged thereunderGuarantor, accompanied by undated stock transfer powers executed in blank and other proper instruments of transfer;
(iiiii) each Individual Guaranty, duly executed by the applicable Individual Guarantor;
(iv) a UCC Filing Authorization Letter, duly executed by the Borrower and the Equity Guarantor, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each created by the Security Agreement and the Guarantor Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Credit Party and the Originator and which are filed in the offices referred to in paragraph (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvi) the Collateral AssignmentMaster Participation Agreement, duly executed by the BuyerOriginator and the Borrower;
(vvii) the Intercompany Subordination AgreementCollateral Value Policy, duly executed by each Loan Partythe Collateral Value Insurer and in full force and effect;
(viviii) the Flow of Funds AgreementContingent Collateral Value Policy, duly executed by each party; theretothe Contingent Collateral Value Insurer and in full force and effect;
(viiix) a copy of the resolutions of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the Transaction Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by such Loan Party Person of each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the representatives of such Loan Party the Equity Guarantor, the Borrower and the Originator authorized to sign each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction of foreign qualification of each Loan Party the Equity Guarantor, the Borrower and the Originator certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofof the Equity Guarantor, the Borrower and the payment of taxes by, such Loan Party Originator in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party the Equity Guarantor, the Borrower and the Originator certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party the Equity Guarantor, the Borrower and the Originator which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Partythe Equity Guarantor, the Borrower and the Originator, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovellsthe Equity Guarantor, counsel to the Loan Parties, as to such customary matters as Borrower and the Agents may reasonably requestOriginator;
(xiv) [Intentionally Omitted].opinions of Xxxxx & Xxxxxxx, LLP and Xxxxx Lord Bissell & Liddell LLP counsel to the Credit Parties and the Originator, in form and substance satisfactory to the Agents, and as to such other matters as the Collateral Agent may reasonably request, including, without limitation, non-consolidation, true sale and true participation opinions;
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentImperial;
(xixxvii) a certificate of the chief financial officer of Funko Holdings the Borrower and the Originator, certifying as to the solvency of the Borrowers (taken as a whole)Borrower and the Originator, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxviii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties Borrower as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixix) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Equity Guarantor, the Existing Credit FacilitiesBorrower and the Originator, together with (A) a termination certifying the names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing and all related documentsother notices under this Agreement, the other Loan Documents and the Transaction Documents;
(xx) the Collateral Agency Agreement, duly executed by the applicable Loan Parties Originator, the Borrower, the Insurance Collateral Agent and the Existing LendersCollateral Agent;
(xxi) the Initial Servicing Agreement, (B) a termination of security interest in intellectual property for each assignment for security recorded duly executed by the Existing Lenders at Borrower and the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralInitial Servicer;
(xxii) copies of the Acquisition Transaction Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiii) such depository account, blocked account, lockbox account and similar agreements and other customary documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower’s cash management system; and such other agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Delivery of Documents. The Collateral Agent Company shall have received on executed and --------------------- delivered to Parent (or before shall have caused to be executed and delivered to Parent by the Effective Date appropriate persons) the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all Certified copies of resolutions of the Equity Interests, Board of Directors and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion stockholders of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement Company and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Subsidiaries authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Agreement and the other documents to be delivered by such Person in connection herewith and therewithRelated Documents;
(viiib) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete A copy of the charter, certificate Company's and each of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party its Subsidiaries' corporate charter certified as of a recent date not more than 30 days prior to by the Effective Date by an appropriate official Secretary of State and the secretary of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionpertinent corporation;
(xiic) a A copy of the Governing Documents by-laws of each Loan Party, together with all amendments thereto, certified as of the Effective Date Company and each of its Subsidiaries certified, in each case, by an Authorized Officer the secretary of such Loan Partythe pertinent corporation;
(xiiid) an opinion A certificate issued by the appropriate Secretary of Xxxxx Lovells, counsel to State of the Loan Partiesstate of incorporation of the Company and each of its Subsidiaries certifying that the Company or such Subsidiary, as to the case may be, is in good standing in such customary matters as the Agents may reasonably requeststate;
(xive) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate True and correct copies of an Authorized Officer of each Loan Partyall consents, certifying as to the matters set forth instruments and other documents specified in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) SCHEDULE 2.2 attached hereto which have not otherwise been made available for review by an Authorized Officer of the Ultimate Parent;
(xixf) a A certificate signed by the President and Chief Financial Officer of the chief financial officer of Funko Holdings certifying as Company to the solvency effect that, after the transactions contemplated hereby and by the Related Documents have been consummated: (i) the present fair saleable value of the Borrowers assets of the Company and its Subsidiaries on a consolidated basis exceed their liabilities on a consolidated basis, (taken ii) the Company and its Subsidiaries have not been left with unreasonably small capital with which to engage in their respective businesses for the foreseeable future; and (iii) the Company and its Subsidiaries on a consolidated basis have not incurred, and do not and should not anticipate incurring, debts beyond their ability to pay such debts as a whole), which certificate they mature;
(g) All other certificates and other documents reasonably requested by Parent in writing at least two (2) days before the Closing Date. The form and substance of all such certificates and other documents hereunder shall be reasonably satisfactory in form all respects to Parent and substance to the Collateral Agentits counsel;
(xxh) evidence The Escrow Agreement; and
(i) A copy of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestShareholder Representative Appointment Agreement.
Appears in 2 contracts
Samples: Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc)
Delivery of Documents. a. The Collateral Agent shall have received on Fund has furnished or before the Effective Date the following, each in form and substance reasonably satisfactory will furnish to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified Sub-Adviser copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities following documents:
i. the Agreement and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination Declaration of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property Trust of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts Fund as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer date hereof;
ii. the By-Laws of the Administrative Borrower, together with a certificate of an Authorized Officer Fund in effect on the date hereof;
iii. the resolutions of the Administrative Borrower stating that such agreements remain in full force and effect and that none Board approving the engagement of the Loan Parties has breached or defaulted in any Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of its obligations under such agreementsthis Agreement;
iv. the Code of Ethics (xxiiias defined below) of the Fund as currently in effect; and
v. current copies of the Fund’s Prospectus and Statement of Additional Information. The Fund shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the foregoing, if any.
b. The Sub-Adviser has furnished or will furnish the Fund and the Investment Manager with copies of each of the following documents:
i. the Sub-Adviser’s most recent Form ADV;
ii. upon reasonable request of the Investment Manager or the Fund, the Sub-Adviser’s most recent balance sheet or, at the option of the Sub-Adviser, such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory information that adequately informs the Board of the financial condition of the Sub-Adviser;
iii. separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the Collateral Agent Custodian and accounting agent of the Fund’s assets;
iv. the Code of Ethics (defined below) of the Sub-Adviser as currently in form effect;
v. the Sub-Adviser’s proxy voting policies as currently in effect;
vi. the Sub-Adviser’s pricing and substancevaluation procedures as currently in effect;
vii. any exemptive order granted to the Sub-Adviser by the Securities and Exchange Commission (the “SEC”) or any other regulatory body that will be relied upon by the Sub-Adviser in connection with its services to the Fund; and
viii. complete and accurate copies of any compliance manuals, trading reports and such other management or operational documents as the Collateral Agent Investment Manager may reasonably requestrequest in writing (on behalf of itself or the Board) in assessing the Sub-Adviser. The Sub-Adviser shall use commercially reasonable efforts to furnish the Fund and the Investment Manager from time to time with copies of all amendments of or supplements to the Sub-Adviser’s pricing and valuation procedures prior to such amendments or supplements becoming effective. With respect to the other documents requested above, the Sub-Adviser shall use commercially reasonable efforts to furnish the Fund and the Investment Manager from time to time with copies of all material amendments of or material supplements to the foregoing, if any, within thirty (30) days of the time such materials became available to the Sub-Adviser. Additionally, the Sub-Adviser shall provide to the Fund and the Investment Manager such other documents relating to its services under this Agreement as the Fund or the Investment Manager may reasonably request on a periodic basis.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)
Delivery of Documents. The Collateral Agent following documents, shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory been delivered to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBuyer:
(iA) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all xxxx completed and executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(iiB) the Fee Letter, xxxx completed and executed by each of the parties thereto;
(C) the Exit Fee Side Letter, duly completed and executed by each of the parties thereto;
(D) the Custodial Agreement, xxxx completed and executed by each of the parties thereto;
(E) the Account Control Agreement, xxxx completed and executed by each of the parties thereto;
(F) the Guaranty, xxxx completed and executed by each of the parties thereto;
(G) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(H) the Servicer Letter, xxxx completed and executed by each of the parties thereto;
(I) any and all consents and waivers applicable to Seller;
(J) a power of attorney from Seller substantially in the form of Exhibit V hereto, xxxx completed and executed;
(K) a UCC financing statement for filing in the UCC Filing Authorization LetterJurisdiction of Seller, naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with (A) appropriate financing statements on Form UCC-1, duly filed in such office any other documents necessary or offices as may be necessary or, in the opinion of the Collateral Agent, desirable reasonably requested by Xxxxx to perfect the security interests purported to be created granted by each Security Seller in favor of Buyer under this Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageor any other Transaction Document;
(iiiL) opinions of outside counsel to Seller Parties reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, applicability of the Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion);
(M) for each of Seller Parties, good standing certificates, certified copies of request for organizational documents and certified copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person Seller Parties from time to time in connection herewith and therewith;herewith; and
(viiiN) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may Buyer in its discretion shall reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequire.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) the Pledge Agreement, duly executed by the Borrower and Motorcar Mexico;
(iii) a UCC Filing Authorization Letter, duly executed by the Borrower, together with (A) appropriate financing statements on Form UCC-1, UCC-1 in duly filed in such office or offices completed form as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiiii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens, other than Permitted Liens or Liens to be discharged prior to or on the Effective Date;
(ivv) the Collateral Assignmenta Perfection Certificate, duly executed by the BuyerBorrower and completed in a manner satisfactory to the Collateral Agent;
(vvi) the Intercompany Subordination AgreementFee Letter, duly executed by each Loan Partythe Borrower;
(vivii) the Flow of Funds Agreement, duly executed by each party; party thereto;
(viiviii) the Intercompany Subordination Agreement, duly executed by the Borrower and its Subsidiaries;
(ix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and and, to the extent obtainable with the use of commercially reasonable efforts, the payment of taxes by, such Loan Party in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 45 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixiv) an opinion of Xxxxx LovellsXxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and an opinion of Xxxxxxxxxx, Xxxxxxxx y Pareyon, S.C., Mexican counsel to the Loan Parties, in each case, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentBorrower;
(xixxvii) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of such Loan Party, after giving effect to the Borrowers (taken as a whole)consummation of the Transactions on the Effective Date, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxviii) a certificate of the chief financial officer of the Borrower certifying that all Federal and material state and local tax returns and other material reports required to be filed by the Loan Parties have been filed and all taxes in an aggregate amount in excess of $250,000 imposed on the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) which have become due and payable on or prior to the Effective Date have been paid;
(xix) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Agents may reasonably request, in each case, where reasonably requested by the Collateral AgentAgents and subject to Section 5.03(d), with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent Agents may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Agents may request;
(xx) a certificate of an Authorized Officer of the Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing, Eurodollar Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents;
(xxi) evidence copies of each of the payment Factoring Agreements listed on Schedule 1.01(C) and the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxii) evidence that, upon the funding of the Loans on the Effective Date, all Indebtedness under the Existing Credit FacilitiesFacility will have been paid in full, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders or their agent at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders or their agent and covering any portion of the Collateral;
(xxiixxiii) copies all Cash Management Agreements that, in the reasonable judgment of the Acquisition Agents, are required for the Loan Parties to comply with the Loan Documents and, to the extent requested by the Collateral Agent, as of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of each duly executed by, in addition to the Administrative Borrowerapplicable Loan Party, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;applicable financial institution; and
(xxiiixxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) the Fee Letter, duly executed by each Loan Party and the Administrative Agent;
(ii) a Security Agreement, duly executed by each Loan Party;
(iii) a Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Capital Stock of such Loan Party's Subsidiaries and all promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiv) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(v) the Contribution Agreement, duly executed by each Loan Party;
(vi) [INTENTIONALLY OMITTED]
(vii) the Disbursement Letter, duly executed by each party thereto;
(viii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion reasonable business judgment of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent in the exercise of its reasonable discretion, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, and the results of any intellectually property filings, which results, except as otherwise agreed to in writing by the Collateral AgentAgent in its reasonable discretion, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (AI) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (BII) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith and (III) the execution, delivery and performance by such Loan Party (to the extent applicable) of each aaiPharma Acquisition Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Loan Party in connection therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 35 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other similar publicly filed organizational document of each Loan Party Party, together with all amendments thereto, certified as of a recent date not more than 30 35 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other similar organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyParty (which in the case of Xanodyne Acquisition, LLC and Xanodyne Development Group, LLC shall contain an amendment to their respective limited liability company operating agreements providing that the membership interests or units of such Loan Parties may be pledged and transferred to the Collateral Agent (or any successor thereto) without any further consent of any Person);
(xiiixv) an opinion of Xxxxx LovellsXxxxxxxx & Shohl, LLP, counsel to the Loan Parties, substantially in the form of Exhibit F and as to such customary other matters as the Agents Collateral Agent may reasonably request;
request (xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].including, without limitation, as to matters related to Kentucky and Indiana law);
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixvii) a copy of (A) the Financial Statements and Statements, (B) the financial projections described in Section 6.01(g)(ii) hereof5.01 (g)(ii), certified as of the Effective Date by an Authorized Officer of the Borrower as complying with the representations and warranties set forth in Section 6.01(g)(ii5.01(g)(ii), and (C) by an Authorized Officer a schedule of revenues and average gross margins for the Marketed Products of the Ultimate ParentBorrower for the period from January 1, 2005 through May 31, 2005;
(xixxviii) a certificate of the chief financial officer of Funko Holdings the Borrower, certifying as that, after giving effect to the solvency payment of the Borrowers purchase price for the aaiPharma Acquisition, the incurrence of the Loans made on the Effective Date and the payment of all fees, costs and expenses in connection therewith and this Agreement, (taken as A) the Borrower is, and the Loan Parties on a whole)consolidated basis are, which certificate shall be reasonably satisfactory in form Solvent and substance to (B) all liabilities of the Collateral AgentLoan Parties are current;
(xxxix) evidence of the insurance coverage required by Section 7.01 6.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixx) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Borrower, certifying the Existing Credit Facilities, together with (A) a termination names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing, LIBOR Notices and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixxi) copies of the aaiPharma Acquisition Documents and, to the extent requested by the Collateral Agent, of the and each other Material Contracts Contract as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under any such agreements;
(xxii) evidence of the payment in full of all Indebtedness under the Existing Interim Loan Agreement (which may be accomplished through the conversion of such Indebtedness into shares of Series A-l Convertible Preferred Stock, par value $.001 per share of the Borrower, on terms and conditions satisfactory to the Agents), together with a copy of each Existing Convertible Secured Promissory Note marked cancelled (or words of similar import) certified by an Authorized Officer of the Borrower as being a true, correct and complete copy thereof, and a termination and release agreement with respect to the Existing Interim Loan Agreement and all related promissory notes, other instruments, security agreements and other agreements and documents related thereto, duly executed by the Loan Parties and the Existing Shareholder Lenders (including, without limitation, Blue Xxxx XX Limited Partnership, Essex Woodlands Health Ventures Fund TV, L.P., Essex Woodlands Health Ventures Fund V, L.P., Xxxxxxx Xxxxxxx Xxxxxxx Booth IV L.P. and HealthCare Ventures VI, L.P.) and the Existing Shareholder Lender Agent, together with a satisfaction of mortgage for each mortgage filed by the Existing Shareholder Lender Agent on each Facility, if any, a termination of security interest in intellectual property for each assignment for security recorded by the Existing Shareholder Lender Agent at the United States Patent and Trademark Office or United States Copyright Office and covering any intellectual property of the Loan Parties, if any, UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Shareholder Lender Agent and covering any portion of the Collateral, and (iv) a receipt, executed by the Existing Shareholder Lender Agent, acknowledging receipt of all of the stock certificates necessary to cause the satisfaction of such Indebtedness;
(xxiii) an opening consolidated balance sheet for the Borrower and its Subsidiaries as at the Effective Date, certified as true and correct by an Authorized Officer of the Borrower; and
(xxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer, as applicable, in each case, to the extent in the Loan Parties' control or received by the Loan Parties prior to the Effective Date,;
(iiiii) a UCC Filing Authorization Letter, together with (A) payoff letters executed by or on behalf of each of the Existing Lenders stating that upon receipt of a respective amount certain (1) all Indebtedness owed by the Loan Parties under the respective Existing Credit Facility will be paid in full, (2) the respective Existing Credit Facility and all related documents will be terminated and released, (B) appropriately prepared filings related to the termination of security interest in Intellectual Property for each assignment for security recorded with respect thereto, if any, at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, (C) appropriately prepared UCC-3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders and covering any portion of the Collateral and (D) appropriately prepared termination documents for any control agreements or landlord waivers existing in favor of any of the Existing Lenders;
(iv) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(ivvi) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(vvii) the IP Security Agreements;
(viii) the Acquisition Collateral Assignment;
(ix) the Disbursement Letter;
(x) the Fee Letter;
(xi) the Intercompany Subordination Agreement, duly executed by ;
(xii) a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation or incorporation, certificate of limited partnership or other publicly filed organizational document (as applicable) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by each party; thereto;
an appropriate official of the jurisdiction of incorporation or organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational or company number (viias applicable) of such Loan Party, if an organizational or company number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xD) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial an officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers Loan Parties on a consolidated basis (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Loans made on the Effective Date), certified in the form attached hereto as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with Exhibit G;
(xiv) a certificate of an Authorized Officer of the Administrative Borrower stating certifying that (A) the attached copies of the IWCO Acquisition Documents and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsagreements (except with respect to the IStar Dispute) ;
(xxiiixv) a certificate of the appropriate official(s) of the jurisdiction of incorporation or organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing (where such (or similar) concept has a legal meaning in a particular jurisdiction) of such Loan Party in such jurisdiction;
(xvi) copies of the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect;
(xvii) an opinion of (A) Xxxxxx Frome Xxxxxxx LLP, counsel to the Loan Parties and (B) of any other applicable local counsel reasonably requested by any Agent, in each case, as to such matters as the Collateral Agent may reasonably request; and
(xviii) evidence of the insurance coverage required by Section 7.01(h) and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may reasonably request; and
(xix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement (Steel Partners Holdings L.P.)
Delivery of Documents. The Collateral Agent On the Closing Date, the Pledgor shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory deliver to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
a) an up-to-date certified excerpt from the register of commerce (iHandelsregisterauszug) a Security Agreement, together with, relating to the extent applicable, the original stock certificates representing all Company;
b) an up-to-date copy of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied articles of association (Statuten) of the Company certified by undated stock powers executed in blank and other proper instruments the register of transfercommerce evidencing that they are free of any share transfer restrictions;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viic) a copy of the board resolutions of each Loan Partythe Pledgor approving, certified as inter alia, the entering into this Agreement and the consummation of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is thereby or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiid) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as board resolutions of the Effective Date by an Authorized Officer Company (i) acknowledging the Pledge, (ii) approving the Pledge and the entry of such Loan Partythe Pledgees as pledgees of the Shares into the Company’s share register (Aktienbuch), and (iii) approving in advance the possible transfer of the Shares to any third party acquirer for the purpose of realization contemplated in Section 7 and the entry of any future owner of the Shares as shareholder with voting rights in the Company’s share register;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiie) a copy of (Athe Company’s share register evidencing that the Pledgor is entered as shareholder of the Shares and the Pledgees are entered as pledgees of the Shares, signed by a duly authorized member of the Company’s board of directors; and
f) the Financial Statements original share certificate representing the Shares as specified in Annex 1, duly endorsed in blank. Upon the accrual, offer or issue and (B) after receipt by it of any Shares to which the financial projections described in Section 6.01(g)(ii) hereofPledgor is or will be entitled, certified as of the Effective Date as complying with the representations Pledgor shall promptly deliver all original share certificates and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and other documents representing or evidencing such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestShares, in each case, where reasonably requested the case of registered share certificates duly assigned in blank by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andPledgor, to the extent requested by Agent. In addition, the Collateral Agent, Pledgor shall procure the prompt delivery to the Agent of the other Material Contracts documents a) and b) above as in effect on the Effective Date, certified well as true d) and correct copies thereof by an Authorized Officer of the Administrative Borrower, together e) above with a certificate of an Authorized Officer of the Administrative Borrower stating that regard to such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestShares.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lionbridge Technologies Inc /De/), Share Pledge Agreement (Lionbridge Technologies Inc /De/)
Delivery of Documents. The Collateral Agent Seller shall have received on delivered the following documents, agreements and instruments to Buyer:
(a) Bill of Sale executed by Seller;
(b) Assignmexx xnd Assumption Agreement executed by Seller;
(c) one or before more assignments of trademarks, in a form reasonably acceptable to Buyer and Seller, covering each of the Effective Date trademarks described in SCHEDULE 2.1.6 of the followingDisclosure Schedule, each in due form for recordation with the appropriate Governmental Body and executed by Seller;
(d) the Debt Exchange and Stock Purchase Agreement regarding certain related party debt, a form of which is attached hereto as EXHIBIT 8.5(d) ("DEBT EXCHANGE AGREEMENT"), executed by the parties thereto other than Buyer;
(e) the Brewery Facility Lease and the Alehouse Facility Lease, forms of which are attached hereto as EXHIBITS 8.5(e)(1) and (2), executed by the parties thereto other than Buyer, together with an executed Subordination, Non-Disturbance and Attornment Agreement, in recordable form and otherwise in a form reasonably acceptable to Buyer, from Sterling Savings Bank, the lender holding the mortgage or deed of trust relating to the Real Estate Facility;
(f) employment agreements with Jerome Chicvara, Mark Carver, Brett Porter and Eric Starr in such forxx xx xx xxxxxxabxx xxxxxxxxle xx Xxxxx xxd eacx xx xxx xarties thereto;
(g) the Voting Agreements, in the form attached hereto as EXHIBIT 8.5(g), executed by the MacTarnahan Portland Brewing Company Voting Trust;
(h) the Escrow Agreement, in the form attached hereto as EXHIBIT 8.5(h), executed by the parties thereto other than Buyer;
(i) any and all certificates of title relating to Personal Property included within the Assets;
(j) written consent to assignment (in form and substance reasonably satisfactory to Buyer) of all agreements listed on SCHEDULE 8.5(j) of the Collateral Agent Disclosure Schedule; and, unless indicated otherwise, dated the Effective Date:
(ik) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orNoncompete Agreements, in the opinion of the Collateral Agentform attached as EXHIBIT 8.5(k), desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder Scott MacTarnahan and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Robert MacTarnahan.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pyramid Breweries Inc), Asset Purchase Agreement (Pyramid Breweries Inc)
Delivery of Documents. The Collateral Agent shall Credit Parties will have received on or before delivered to the Effective Date the followingLender, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateLender:
(i) a duly executed copies of this Agreement and the Security Agreement, together with, Documents subject to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed provisions in blank and other proper instruments of transferSchedule 6.3;
(ii) a UCC Filing Authorization Letter, together pro-forma Compliance Certificate confirming compliance with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagefinancial covenants;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensPerfection Certificate;
(iv) the Collateral Assignment, duly executed by copies of all subordination agreements with respect to the BuyerSubordinated Debt, if applicable;
(v) a duly certified copy of the Intercompany Subordination Agreementconstating documents and by-laws of each of the Credit Parties certified by a senior officer of the relevant Credit Party, duly executed accompanied by good standing or equivalent certificates issued by the appropriate governmental body of each Loan Credit Party’s jurisdiction of incorporation and principal place of business;
(vi) a duly certified copy of a resolution or resolutions of the Flow board of Funds Agreementdirectors of each Credit Party relating to the authority of each Credit Party to execute and deliver and perform its obligations under the Credit Documents to which it is a party and all other instruments, duly agreements, certificates and other documents provided for or contemplated by the said Credit Documents and the manner in which and by whom the foregoing documents are to be executed and delivered, certified by each party; theretoa senior officer of the relevant Credit Party;
(vii) a copy certificate of each Credit Party setting forth specimen signatures of the resolutions of each Loan Party, certified as of individuals authorized to sign on its behalf the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Credit Documents to which such Loan Party it is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution instruments, agreements, certificates and delivery of the other documents to be delivered provided for or contemplated by such Person in connection herewith and therewiththe said Credit Documents;
(viii) a Perfection Certificate, duly executed by all consents for the parties theretotransactions contemplated in the Credit Documents will have been obtained;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying standard indemnity documentation used by the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party Lender in connection herewith with the issuance of LCs and therewithLGs, together with evidence of the incumbency of such authorized officers/directors/representativesas required;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstandard account documentation;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior legal opinions from counsel to the Effective Date by an appropriate official of Credit Parties and counsel to the jurisdiction of organization of Lender relating to such Loan Party which shall set forth matters as the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;Lender may reasonably require; and
(xii) a copy of the Governing Documents of each Loan Partysuch certificates, together with all amendments theretoauthorizations, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovellsresolutions, counsel to the Loan Partiessearch reports, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, legal opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Lender may reasonably requestrequire.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (DAVIDsTEA Inc.)
Delivery of Documents. The Collateral Agent At the Closing, the Company will deliver to the Buyer the following documents:
A. A written opinion, dated on the Closing Date, of counsel representing the Company, in the form of Schedule G hereto, to the effect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in good standing under the laws of the state of its incorporation; that the Company is duly qualified or licenses as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Seller to Buyer at the closing have been validly issued and are outstanding, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigations pending or threatened against the Company or Seller which might result in any material adverse change in the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to thee knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Stock pursuant to this Agreement will vest in buyer all rights, title and interest in and to such Stock free and clear of all liens, encumbrances, and equities.
B. A written confirmation dated the Closing Date, by the Accountant who reviewed any and all of the financial statements of the Company and who most recently examined the books and records of the Company in the form of Schedule H hereto.
C. A certificate of the Chief Operating Officer and the Chief Financial Officer of the Company, dated the Closing Date certifying to the best of his knowledge, in reasonable detail as buyer may request on and as of said date, to the fulfillment, as of the Closing Date, of each and every one of the conditions precedent to the closing set forth in paragraph E hereof to the extent required thereby.
D. Such additional copies or duplicate originals of the above described documents and such other documents, undertakings and assurances as Buyer shall have received on or before reasonably require, all of which documents, undertakings and assurances shall be delivered to Buyer sufficiently in advance of the Effective Date the followingClosing Date, each as Buyer shall reasonably require, so as to permit adequate inspect8ion and examination thereof, all of which documents undertakings and assurances shall be in form and substance reasonably satisfactory to counsel to Buyer. At the Collateral Agent andClosing, unless indicated otherwiseBuyer will deliver to each Seller the following:
E. A written opinion of counsel to Buyer, dated as of the Effective Date:
(i) a Security Agreement, together withClosing, to the extent applicable, the original stock certificates representing all effect of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments representations of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) Buyer and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth Majority Stockholders in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) B hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Acquisition Agreement (Interactive Multimedia Network Inc /), Acquisition Agreement (Interactive Multimedia Network Inc /)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveappropriate filing offices, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and Lien, judgment Lien Lien, execution or notice of bankruptcy filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignmenta Perfection Certificate, duly executed by each Loan Party and completed in a manner reasonably satisfactory to the BuyerCollateral Agent;
(v) the Intercompany Subordination AgreementFee Letter, duly executed by each Loan PartyBorrower;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of (A) the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, of each Loan Party and (B) each other jurisdiction of foreign qualification of each Loan Party in which the failure to be in good standing and duly qualified to do business could reasonably be expected to result in a Material Adverse Effect, in each case certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership partnership, articles of incorporation or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiix) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixi) an opinion opinions of Xxxxx Lovells(A) Ice Xxxxxx LLP, counsel to the Loan Parties, as which opinions shall, in each case, be in form and substance reasonably satisfactory to the Agents (it being agreed and understood that the form and substance of the opinions delivered to the Agents on or prior to the date hereof are satisfactory to the Agents), address such customary corporate authority, enforceability and collateral matters as the Agents may reasonably requestrequest and be addressed to the Agents and the Lenders, or delivered to the Agents and the Lenders with a letter permitting the Agents and the Lenders to rely on such opinions;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b), (e) and (h) through (l);
(xviiixiii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentCompany;
(xixxiv) a certificate of the chief financial officer of Funko Holdings the Company, setting forth in reasonable detail the calculations required to (A) establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03, and (B) evidence to the Agents' reasonable satisfaction of the representations set forth in Section 5.01(k) and (n);
(xv) a certificate of the chief financial officer of the Company and each other Borrower, certifying as to the solvency of the Borrowers (taken as a whole)Company and such Borrower, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxvi) a certificate of the chief financial officer of the Company certifying that all tax returns required to be filed by the Loan Parties have been filed and all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid;
(xvii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the first mortgagee, the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such first mortgagee, named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixviii) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Administrative Borrower, certifying the Existing Credit Facilities, together with (A) a termination names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing, LIBOR Notices and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixix) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, Material Contracts of the other Material Contracts Loan Parties as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xx) a Cash Management Agreement with each bank (and for each account) listed on Schedule 6.01(v), in form and substance reasonably satisfactory to the Agents, duly executed by the applicable Loan Parties and each of the applicable banks, with respect to the Cash Management Accounts of the Loan Parties maintained with such Cash Management Bank;
(xxi) a payoff letter, in form and substance satisfactory to Agents, from Orix Venture Finance LLC (“Orix”) in connection with that certain Loan and Security Agreement, dated as of August 31, 2011, by and among the Borrower, Orix and other lenders from time to time party thereto, and all other evidence satisfactory to the Agents that Indebtedness of the Loan Parties is paid off (other than Permitted Indebtedness) and all Liens in connection with such Indebtedness, as the case may be, are released (other than Permitted Liens);
(xxii) a duly-executed W-9 form for each of the Borrowers, or other applicable tax form; and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Angie's List, Inc.), Financing Agreement (Angie's List, Inc.)
Delivery of Documents. The Collateral undersigned hereby agrees that the following documents shall be delivered to the Administrative Agent shall have received on or before the Effective Date the followingconcurrently with this Joinder Agreement, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateAdministrative Agent:
(ia) a Security Agreement, together with, legal opinion of counsel to the extent applicableBorrower and its Subsidiaries with respect to the New Guarantor, in the original stock certificates representing all of form attached as Exhibit M to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCredit Agreement;
(b) copies, certified by a duly authorized officer of the undersigned to be true and complete as of the date hereof, of each of (i) the charter or other formation documents of the undersigned as in effect on the date hereof, (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office the by-laws or offices as may be necessary or, in the opinion other constitutive documents of the Collateral Agentundersigned as in effect on the date hereof, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as the Board of Directors or a committee or similar governing entity of the Effective Date by an Authorized Officer thereof, undersigned authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Joinder Agreement, the other documents to be delivered by such Person executed in connection herewith and therewiththe undersigned’s performance of all of the transactions contemplated hereby, and (iv) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the undersigned’s name and on its behalf, each of this Joinder Agreement, and to give notices and to take other action on its behalf under Credit Agreement;
(viiic) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures certificates of the representatives Secretary of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence State of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the [Insert jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as organization] of a recent date not more than 30 days prior to the Effective Date as to the subsistence in undersigned’s good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsvalid existence;
(xid) a true and complete copy certificate(s) of the charter, certificate an appropriate official of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as [Insert jurisdiction(s)] of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth undersigned’s foreign qualification to do business in Section 5.01(bsuch jurisdiction(s);; and
(xviiie) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties documents as the Collateral Administrative Agent may reasonably request, . This Joinder Agreement shall be governed by and construed in each case, where reasonably requested by accordance with the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence laws of the payment State of all premiums due in respect thereof California. Very truly yours, [INSERT NAME OF NEW GUARANTOR] Name: Title: [New Guarantor’s Address and Facsimile for such period as the Collateral Agent may request;
(xxi) evidence purposes of Section 9.1 of the payment in full of all Indebtedness under the Existing Credit FacilitiesAgreement]: Accepted and Agreed: XXXXX FARGO BANK, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substanceNATIONAL ASSOCIATION, as the Collateral Administrative Agent may reasonably request.Name: Title:
Appears in 2 contracts
Samples: Credit Agreement (Simpson Manufacturing Co Inc /Ca/), Credit Agreement (Simpson Manufacturing Co Inc /Ca/)
Delivery of Documents. The Collateral Agent following documents, shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory been delivered to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBuyer:
(iA) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all duly completed and executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(iiB) the Fee Letter, duly completed and executed by each of the parties thereto;
(C) the Exit Fee Side Letter, duly completed and executed by each of the parties thereto;
(D) the Custodial Agreement, duly completed and executed by each of the parties thereto;
(E) the Account Control Agreement, duly completed and executed by each of the parties thereto;
(F) the Guaranty, duly completed and executed by each of the parties thereto;
(G) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(H) the Servicer Letter, duly completed and executed by each of the parties thereto;
(I) any and all consents and waivers applicable to Seller;
(J) a power of attorney from Seller substantially in the form of Exhibit V hereto, duly completed and executed;
(K) a UCC financing statement for filing in the UCC Filing Authorization LetterJurisdiction of Seller, naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with (A) appropriate financing statements on Form UCC-1, duly filed in such office any other documents necessary or offices as may be necessary or, in the opinion of the Collateral Agent, desirable reasonably requested by Buyer to perfect the security interests purported to be created granted by each Security Seller in favor of Buyer under this Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageor any other Transaction Document;
(iiiL) opinions of outside counsel to the Seller Parties reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, applicability of the Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion);
(M) for each of the Seller Parties, good standing certificates, certified copies of request for organizational documents and certified copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person the Seller Parties from time to time in connection herewith and therewith;herewith; and
(viiiN) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may Buyer in its discretion shall reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequire.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Seven Hills Realty Trust), Master Repurchase Agreement (Tremont Mortgage Trust)
Delivery of Documents. The Collateral Agent New Borrower hereby agrees that the following documents shall have received on be delivered to the Bank prior to or before the Effective Date the followingcontemporaneously with delivery of this Amendment, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated Bank: • the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Lettercompleted Limited Liability Company Borrowing Certificate for New Borrower, together with (A) appropriate financing statements on Form UCC-1, the duly filed in such office or offices as may be necessary or, in the opinion executed signatures thereto; • Consent of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent managers/members of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, New Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered required by such Loan Party Bank in connection herewith with this Amendment; • the Operating Documents and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a long-form good standing certificate of New Borrower certified by the appropriate official(sSecretary of State of Delaware and each jurisdiction in which New Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) of the jurisdiction of organization and, except days prior to the extent such failure date hereof; • duly executed signatures to be so qualified could not reasonably be expected to have a Material Adverse Effectthe Control Agreement with Xxxxx Fargo Bank; • certified copies, each jurisdiction of foreign qualification of each Loan Party certifying dated as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofdate, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Partiesfinancing statement searches, as to such customary matters as the Agents Bank may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in each case, where reasonably requested by the Collateral Agent, with any such endorsements as to the named insureds financing statements either constitute Permitted Liens or loss payees thereunder as the Collateral Agent may request and providing that such policy may be have been terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence released; • a Perfection Certificate of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative New Borrower, together with a certificate of an Authorized Officer of the Administrative duly executed signature thereto (the “New Borrower stating Perfection Certificate”); • evidence satisfactory to Bank that such agreements remain the insurance policies and endorsements required by the Loan Agreement are in full force and effect effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) • such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Bank may reasonably request. • Amendments to Loan Agreement.
Appears in 2 contracts
Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificatethe management rights letter, duly executed by dated as of the parties theretodate hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers;
(x) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis immediately after giving effect to the funding of the Term Loan, with the condition contained in Section 5.01(f) and the financial covenant contained in Section 7.03(b) and (B) certifying as to the compliance with the representations and warranties set forth in Section 5.01(p), Section 6.01(g)(i) and Section 6.01(aa)(ii);
(xi) a certificate of the chief financial officer of each Loan Party, certifying as to the solvency of such Loan Party (after giving effect to the funding of the Term Loan made on the Effective Date);
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party[reserved];
(xiii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of such Loan Party in such jurisdictions;
(xiv) an opinion of Xxxxx LovellsWxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due that such insurance policies are in respect thereof for such period as the Collateral Agent may requestfull force and effect;
(xxixvi) [reserved];
(xvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing LendersAgent, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by in favor of the Existing Lenders Agent at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders Agent and covering any portion of the Collateral;
(xxiixviii) copies all Control Agreements (other than Control Agreements with respect to the Cash Management Accounts listed in clause (a) of Schedule 5.02) that, in the reasonable judgment of the Acquisition Agents, are required for the Loan Parties to comply with the Loan Documents and, to the extent requested by the Collateral Agent, as of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of each duly executed by, in addition to the Administrative Borrowerapplicable Loan Party, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;applicable financial institution; and
(xxiiixix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Blue Apron Holdings, Inc.), Financing Agreement (Blue Apron Holdings, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before Concurrently with the Effective Date delivery of this Loan Agreement (as previously authorized, executed and attested) at the followingLoan Closing, each in form and substance reasonably satisfactory the Borrower will cause to be delivered to the Collateral Agent and, unless indicated otherwise, dated I-Bank and the Effective DateTrustee each of the following items:
(i) a Security Agreementan opinion of the Borrower’s bond counsel substantially in the form of Exhibit E hereto; provided, together withhowever, that an Authorized Officer of the I-Bank may permit portions of such opinion to be rendered by general counsel to the extent applicableBorrower and may permit variances in such opinion from the form set forth in Exhibit E if, in the original stock certificates representing all sole discretion of an Authorized Officer of the Equity InterestsI-Bank (following consultation with Bond Counsel), and all promissory notes required such variances are not to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments the material detriment of transferthe interests of the holders of the I-Bank Bonds;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices counterparts of this Loan Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement previously executed and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested attested by the Collateral Agent and each Mortgageparties hereto;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed those resolutions finally adopted by the Collateral Agent, shall cover any governing body of the Collateral (other than Permitted Liens) Borrower and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing requested by the Collateral AgentI-Bank, shall not show including, without limitation, (A) the resolution of the Borrower authorizing the execution, attestation and delivery of this Loan Agreement, (B) the Borrower Bond Resolution, as amended and supplemented as of the date of the Loan Closing, authorizing the execution, attestation, authentication, sale and delivery of the Borrower Bond to the I-Bank, (C) the resolution of the Borrower, if any, confirming the details of the sale of the Borrower Bond to the I-Bank, (D) the resolution of the Borrower, if any, declaring its official intent to reimburse expenditures for the Costs of the Project from the proceeds of the I-Bank Bonds, each of said resolutions of the Borrower being certified by an Authorized Officer of the Borrower as of the date of the Loan Closing, (E) the approval by the DLGS with respect to the issuance by the Borrower of the Borrower Bond to the I-Bank and setting forth any such Liensother approvals required therefor by the DLGS, and (F) any other Proceedings;
(iv) if the Collateral Assignment, duly executed Loan is being made to reimburse the Borrower for all or a portion of the Costs of the Project or to refinance indebtedness or reimburse the Borrower for the repayment of indebtedness previously incurred by the BuyerBorrower to finance all or a portion of the Costs of the Project, an opinion of Bond Counsel, in form and substance satisfactory to the I-Bank, to the effect that such reimbursement or refinancing will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the I-Bank Bonds;
(v) the Intercompany Subordination Agreementcertificates of insurance coverage as required pursuant to the terms of Section 3.06(d) hereof and such other certificates, duly executed by each Loan Party;documents, opinions and information as the I-Bank may require in Exhibit F hereto, if any; and
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiSee Section 2.02(l)(vi) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) Schedule A attached hereto, made a copy of (A) the Financial Statements part hereof and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified incorporated herein by reference as of the Effective Date as complying with the representations and warranties if set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestherein.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Delivery of Documents. The Collateral Agent Seller shall have received on delivered or before caused to be delivered to Purchaser the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, any and all promissory notes required to be pledged thereundercertificates or other documentation evidencing the Interests in the possession of, accompanied by undated stock powers executed in blank and other proper instruments of transferor reasonably available to, Seller;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiib) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage assignment with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, Interests in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsProperty Owners in the form attached hereto as Exhibit A (collectively, the "Interest Assignments"), duly executed by the applicable Loan Parties Company Subsidiary and the Existing Lenders, (B) a termination any other required instruments of security interest in intellectual property for each assignment for security recorded transfer duly executed by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateralapplicable Property Owners;
(xxiic) copies a closing statement showing the Purchase Price, apportionments and fees, Closing Costs and any other costs and expenses paid in connection with the Closing (the "Closing Statement"), duly executed by Seller;
(d) proof of Seller's authority and authorization to enter into this Agreement and the transactions contemplated hereby, proof of each applicable Company Subsidiary's authority and authorization to enter into the Interest Assignment(s) and the transactions contemplated thereby and proof of the Acquisition Documents power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller and the applicable Company Subsidiary as may be reasonably required by Purchaser;
(e) a certificate, in form and substance as required under Section 1445 of the Code and the Treasury Regulations thereunder, stating that Seller is not a foreign Person; and
(f) such other documents, notices and instruments (including, without limitation, tax affidavits and filings, to the extent required) as may be reasonably requested by Purchaser or otherwise required in order to effectuate the Collateral Agent, provisions of this Agreement and the Closing of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requesttransactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Senior Housing Properties Trust), Purchase and Sale Agreement (Select Income REIT)
Delivery of Documents. The Collateral Agent shall have received on or before At the Effective Date Closing, the following, each in form and substance reasonably satisfactory Company will deliver to the Collateral Agent and, unless indicated otherwiseBuyer the following documents:
2.1 A written opinion, dated on the Effective Closing Date:
(i) a Security Agreement, together withof counsel representing the Company, to the extent applicableeffect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in good standing under the laws of the state of its incorporation; that the Company is duly qualified or licensed as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Sellers to Buyer at the closing have been validly issued and are outstanding, the original stock certificates representing fully paid, and non-assessable, and constitute all of the Equity Interestsissued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Sellers which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Sellers to Buyer of the Stock pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Stock free and clear of all liens, encumbrances, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;equities.
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office 2.2 Such additional copies or offices as may be necessary or, in the opinion duplicate originals of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other above described documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered to the business and operations Buyer sufficiently in advance of the Loan Parties Closing Date, as the Collateral Agent may Buyer shall reasonably requestrequire, in each case, where reasonably requested by the Collateral Agent, with such endorsements so as to the named insureds or loss payees thereunder as the Collateral Agent may request permit adequate inspection and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeexamination thereof, together with evidence all of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related which documents, duly executed by the applicable Loan Parties undertakings and the Existing Lenders, (B) a termination of security interest assurances shall be in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably form satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestcounsel to Buyer.
Appears in 2 contracts
Samples: Acquisition Agreement (Pipeline Data Inc), Acquisition Agreement (Pipeline Data Inc)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security the Exit Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by Resigning Agent and each of the Equity InterestsLoan Parties, Lenders, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgents party thereto;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 and/or financing statement amendments on Form UCC-3 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage (B) evidence reasonably satisfactory to the Collateral Agent of extent that a security interest may be perfected by such filing in the filing of property purported to be covered by such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Security Agreement or Mortgage);
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the BuyerFee Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures certifying
(A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiivi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(vii) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish that the Pro Forma Leverage Ratio does not exceed 4.00:1.00, (B) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(cc)(ii) and (C) certifying that after giving effect to all Term Loans to be made on the Effective Date, (1) the Availability is not less than $25,000,000 and (2) all liabilities of the Ultimate ParentLoan Parties are current;
(xixviii) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (taken as a wholematters set forth in Section 6.01(t)(i), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Second Amendment Effective Date the followingDate, each of the following documents, in form and substance reasonably satisfactory to the Collateral Agent Agents:
(i) counterparts to this Amendment signed by each of the Loan Parties, the Lenders and the Agents, and, unless indicated otherwise, dated the Second Amendment Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1Deed of Trust, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created executed by each Security Agreement and (B) evidence reasonably satisfactory Borrower with respect to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageEl Paso Plant;
(iii) certified copies a pro forma Title Insurance Policy with respect to the Deed of request for copies of information Trust on Form UCC-11the El Paso Plant, listing all effective financing statements which name dated as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensSecond Amendment Effective Date;
(iv) a copy of an opinion of (A) Xxxxxxx Xxxx & Xxxxxxxxx LLP, special counsel to the Borrower, as to such matters as the Agents may request, and (B) Xxxxxxx, Xxxxxx & Xxxxxx, local Texas counsel to the Borrower, with respect to such matters pertaining to the Deed of Trust described in clause (ii) above as the Collateral Assignment, duly executed by the BuyerAgent may reasonably request;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Partythe Borrower, certified as of the Second Amendment Effective Date by an Authorized Officer authorized officer thereof, authorizing (A) the borrowings hereunder $10,000,000 increase in the Revolving B Credit Commitment and the incurrence of indebtedness in connection therewith and the transactions contemplated by the Loan Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by each such Person of this Amendment and the other Loan Party of each Loan Document Documents to be executed and delivered pursuant hereto to which such Loan Party Person is or will be a party party, and the execution and delivery performance of the other documents to be delivered by such Person in connection herewith and therewithFinancing Agreement, as amended;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures authorized officer of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, Borrower certifying as to the matters set forth in subsection (b) of this Section 5.01(b);5; and
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiivii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral any Agent may reasonably requestrequest from the Borrower.
Appears in 2 contracts
Samples: Financing Agreement (Eagle Family Foods Inc), Financing Agreement (Eagle Family Foods Inc)
Delivery of Documents. The Collateral Agent shall have received on or before a. At the Effective Date Closing, the following, each in form and substance reasonably satisfactory Company will deliver to the Collateral Agent and, unless indicated otherwise, dated Buyer the Effective Datefollowing documents:
(i) a Security AgreementA written opinion, together withdated on the Closing Date, of counsel representing the Company, to the extent applicableeffect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in goof standing under the laws of the state of its incorporation; that the Company is duly qualified or licensed as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Sellers to Buyer at the Closing have been validly issued and are outstanding, the original stock certificates representing fully paid, and non-assessable, and constitute all of the Equity Interestsissued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Sellers which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement' and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Sellers to Buyer of the Stock pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Stock tree and clear of all liens, encumbrances, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;equities.
(ii) a UCC Filing Authorization LetterA written confirmation dated the Closing Date, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in by the opinion accountant who reviewed any and all of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent financial statements of the filing Company and who most recently examined the books and records of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;Company.
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any A certificate of the Collateral (other than Permitted Liens) Chief Executive Officer and the results Chief Financial Officer of searches for the Company, dated the Closing Date certifying to the best of his knowledge, in reasonable detail as Buyer may request on and as of said date, to the fulfillment, as of the Closing Date, of each and every one of the conditions precedent to the closing set forth in Paragraph 5 hereof, and specifically setting forth each and every change, amendment, modification, omission or addition to any tax Lien provision hereof or schedule annexed hereto or furnished thereunder, necessary to render each and judgment Lien filed against such Person every one of the provisions hereof or its property, which results, except as otherwise agreed to schedules annexed hereto correct and accurate in writing by the Collateral Agent, shall material respects and not show any such Liens;materially false or misleading.
(iv) Such additional copies or duplicate originals of the Collateral Assignmentabove described documents and such other documents, duly executed by undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyer;.
b. At the Closing, Buyer will deliver to each Seller the following:
(vi) the Intercompany Subordination AgreementA written opinion of counsel to Buyer, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified dated as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andClosing, to the extent requested by the Collateral Agent, effect of the other Material Contracts as representations of Buyer and the Majority Stockholders in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestSection 2 hereof.
Appears in 2 contracts
Samples: Acquisition Agreement (Beacon Light Holding Corp/Ct), Acquisition Agreement (Beacon Light Holding Corp/Ct)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied duly executed by undated stock powers executed in blank and other proper instruments of transfereach US Loan Party;
(ii) the US Funds Flow Agreement, duly executed by US Borrower,
(iii) the Fee Letter, duly executed by Borrowers and Collateral Agent;
(iv) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(v) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiivi) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor Parent or any Loan Party of its Subsidiaries and which are filed in the offices referred to in paragraph clause (iivii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvii) satisfactory releases for all Liens (other than Permitted Liens) encumbering any portion of the Collateral AssignmentCollateral;
(viii) termination and release agreements with respect to the Existing Loud Credit Facilities and all related documents, duly executed by the Buyerapplicable Loan Parties and the Existing Loud Lenders, together with termination statements or Forms 403(a) for all financing statements or Companies House charges filed by the Existing Loud Lender and covering any portion of the Collateral;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer Officer, secretary, or assistant secretary thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer Officer, secretary, or assistant secretary of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party that is not a UK Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party that is not a UK Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational organized number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents charter and by-laws, certificate of incorporation, memorandum and articles, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer Officer, secretary, or assistant secretary of such Loan Party;
(xiiixiv) an opinion opinions of Xxxxx LovellsKxxxxxxx & Exxxx LLP and Dxxxx Wxxxxx Xxxxxxxx LLP, counsel to the Loan Parties, substantially in the form of Exhibit 5.01(d) and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer Officer, secretary, or assistant secretary of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixvi) a copy of (A) the Financial Statements Statements, together with a certificate of an Authorized Officer of the Parent certifying as to the accuracy and completeness in all material respects of the disclosure schedules relating to existing Indebtedness, pending or threatened litigation or claims and other contingent liabilities of the Parent and its Subsidiaries;
(Bxvii) a copy of the financial projections described in Section 6.01(g)(ii), which projections shall be satisfactory in form and substance to the Agents;
(xviii) hereofa certificate of the chief financial officer of the Parent, certified setting forth in reasonable detail the calculations required to establish that, on a pro forma basis immediately after giving effect to the consummation of the Acquisition, the ratio of (A) the sum of the outstanding balance of Term Loan A and Term Loans B to (B) TTM EBITDA of Parent and its Subsidiaries (it being understood that Target shall be deemed to be a Subsidiary of Parent for all times during the period covered) as of the Effective Closing Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parentdoes not exceed 4.0:1.00;
(xix) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency Solvency of the Borrowers Parent and its Subsidiaries (including Target and its Subsidiaries), taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence a certificate of an Authorized Officer of the insurance coverage required by Section 7.01 Administrative Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing, LIBOR Notices, and all other notices under this Agreement and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestDocuments;
(xxi) evidence copies of (a) the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing LendersAcquisition Documents, (Bb) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan PartiesManagement Agreement, and (Cc) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerParent, together with a certificate of an Authorized Officer of the Administrative Borrower Parent stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any material respect with respect to any of its obligations under such agreements;
(xxii) an executed copy of the accountant’s engagement letter from the accountants that will provide the statutory auditor’s report for the purposes of section 156(4) of the Companies Act (the “Statutory Report”) and the auditors non-statutory comfort letter to the Agents relating to the giving of financial assistance by the Target (the “Non-Statutory Letter”); and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, duly completed and executed by each of the parties hereto;
(B) the Fee Letter, duly completed and executed by each of the parties thereto;
(C) the Custodial Agreement, duly completed and executed by each of the parties thereto;
(D) the Account Control Agreement, duly completed and executed by each of the parties thereto;
(E) the Guaranty, duly completed and executed by each of the parties thereto;
(F) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(G) the Servicer Letter, duly completed and executed by each of the parties thereto;
(H) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(I) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed (Purchaser hereby agrees to not utilize such power of attorney unless an Event of Default has occurred and is continuing);
(J) a UCC financing statement for filing in the UCC Filing Jurisdiction, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “All assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and all products thereof” (the “Seller Financing Statement”);
(K) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to Purchaser (including, but not limited to, those relating to corporate matters, enforceability, applicability of the Investment Company Act of 1940, security interests and Bankruptcy Code safe harbors (including with respect to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all inclusion of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferMezzanine Loans as Purchased Assets);
(iiL) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within thirty (A30) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewith;herewith; and
(viiiM) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 1 contract
Samples: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)
Delivery of Documents. The Collateral Agent Bank shall have received on or before the Effective Date the followingfollowing duly executed original documents, each to be in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBank and its counsel:
(i) a Security Agreementan Amended and Restated Revolving Credit Note, together with, to in substantially the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferform attached hereto as Exhibit A;
(ii) receipt and satisfactory review of a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orcertified Compliance Certificate, in substantially the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements form attached hereto as reasonably requested by the Collateral Agent and each MortgageExhibit C;
(iii) certified copies of request for copies of information on Form UCC-11an evaluation, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred satisfactory to in paragraph (ii) aboveBank, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) productivity of the Oil and the results Gas Properties of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing Borrowers performed by the Collateral Agent, shall not show any such LiensSchlumberger;
(iv) copies of all filing receipts or acknowledgments or other oral or written evidence issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Bank in the Collateral Assignment, duly executed by described in the BuyerCredit Documents;
(v) certificates for each Borrower’s insurance policies evidencing the Intercompany Subordination Agreementexistence of the insurance coverage required pursuant to the Credit Documents, duly executed by each Loan Partytogether with all appropriate endorsements thereto naming Bank as a lender’s loss payee and additional insured;
(vi) a Certificate of the Flow Secretary or an Assistant Secretary (or the equivalent company officer) of Funds Jxxx D, dated as of the date of this Agreement, duly executed certifying (A) that attached thereto is a true, correct and complete copy of the Certificate of Incorporation in effect at all relevant times, including the date of such certification, (B) that attached thereto is a true, correct, and complete copy of the bylaws of Jxxx D in effect at all relevant times, including the date of such certification, (C) that attached hereto is a true, correct and complete copy of resolutions adopted by the Board of Directors of Jxxx D authorizing the execution, delivery, and performance of this Agreement and each of the other Credit Documents and the consummation of the transactions contemplated hereby and thereby, and (D) as to the incumbency and genuineness of the signature of each officer of Jxxx D executing this Agreement and the other Credit Documents to which Jxxx D is a party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated good standing certificates for Jxxx D issued by the Loan Documents to which such Loan Party is or will be a party, Secretary of State of Maryland and (B) the execution, delivery and performance by such Loan Party each jurisdiction of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithJxxx D’s qualification as required under this Agreement;
(viii) a Perfection Certificate, duly executed certificate signed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party Oxxxxxx and the other documents to be executed Authorized Representative of Jxxx D and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified dated as of the Effective Date by an Authorized Officer Date, stating that on and as of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of that date (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form 5 hereof are true and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenderscorrect, (B) a termination of security interest Borrowers are in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent compliance with all terms and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Partiesprovisions set forth in this Agreement, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion no Default or Event of the CollateralDefault exists;
(xxiiix) copies a written opinion of the Acquisition Documents and, counsel to Borrowers and to the extent requested Rxxxxxx X. Xxxxxxx Trust as to the transactions contemplated by the Collateral Agentthis Agreement, of the other Material Contracts covering such matters, and subject only to exceptions and qualifications, as in effect on the Effective Date, certified as true may be satisfactory to Bank and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementscounsel;
(xxiiix) Reserved;
(xi) Reserved;
(xii) a duly executed Continuing Subordination Agreement in substantially the form attached hereto as Exhibit F executed by Oxxxxxx and the Rxxxxxx X. Xxxxxxx Trust;
(xiii) a Negative Covenant duly executed by Jxxx D in substantially the form attached hereto as Exhibit G with respect to the real property located in Painesville, Ohio, and including the following property identified by permanent parcel number and related address: Parcel 15C0010000180, 60 Xxxx Xxxxxxxxxx Xxxxxx; Parcel 15C0010000060, 70 Xxxxx Xxxx Xxxxx; Parcel 15C0010000070, 60 Xxxxx Xxxx Xxxxx; Parcel 15C0010000170, 60 X. Xxxxxxxxxx Street; Parcel 15C0010000190, 60 Xxxx Xxxxxxxxxx Xxxxxx; Parcel 15C0010000380, 60 Xxxxx Xxxx Xxxxx; and
(xiv) Unlimited Guaranty in substantially the form attached hereto as Exhibit H;
(xv) Open-End Mortgage, Indenture, Security Agreement, Financing Statement and Assignment of Production in form satisfactory to Bank; and
(xvi) Open-End Mortgage Deed and Security Agreement in form satisfactory to Bank; and
(xvii) duly executed copies of all other Credit Documents and such other customary agreements, instruments, opinions and other documentsdocuments including, each reasonably satisfactory but not limited to, assignments, security agreements, pledges, guaranties, and consents which Bank may require to the Collateral Agent be executed in form and substance, as the Collateral Agent may reasonably requestconnection with this Agreement.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Lender shall have received on or before from the Effective Date Borrower each of the following, each in form and substance reasonably satisfactory to the Collateral Agent andLender and its counsel, unless indicated otherwiseand where applicable, dated the Effective Dateduly executed and recorded:
(i) a Security certificates of the Chief Executive Officer and Secretary of Borrower and certifying as to (a) copies of the Certificate of Incorporation and by-laws of the Borrower, as restated or amended as of the date of this Agreement; (b) all actions taken and consents made by the Borrower and its Board of Directors and shareholders, as applicable to authorize the transactions provided for or contemplated under this Agreement and the other Documents and the execution, delivery and performance of the Documents; and (c) the names of the directors and officers of the Borrower authorized to sign the Documents, together with, to the extent applicable, the original stock certificates representing all with a sample of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments true signature of transfereach such Person;
(ii) the results of a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, recent lien search in the opinion “location” (as defined in UCC) of the Collateral Agent, desirable to perfect the security interests purported to be created by Borrower and each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing such search shall reveal no liens on any of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageassets;
(iii) certified copies of request for copies of information on Form UCC-11each Document and/or document (including, listing all effective without limitation, any UCC financing statements which name as debtor statement, any Loan Party filing required to be made with any governmental agency to secure any patents and which are filed in the offices referred to in paragraph (iideposit account control agreements) above, together with copies of such financing statements, none of which, except as otherwise agreed required by this Agreement or under law or requested by the Lenders to be filed, registered or recorded in order to create in favor of the Lenders a perfected lien on the Accounts Receivable and the other Collateral Agentdescribed therein, prior and superior in right to any other Person, shall cover any of have been filed, registered or recorded or shall have been delivered to the Collateral (other than Permitted Liens) and the results of searches Lenders in proper form for any tax Lien and judgment Lien filed against such Person filing, registration or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensrecordation;
(iv) the Collateral Assignment, duly executed by the Buyerthis Agreement;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyNote;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoWarrant;
(vii) a copy Certificates of good standing for Borrower in the resolutions jurisdiction of each Loan PartyBorrower’s incorporation or formation, certified as of in the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder principal places in which Borrower conducts business and the transactions contemplated by the Loan Documents to in places in which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithBorrower owns real estate and/or Collateral;
(viii) a Perfection CertificateThe Lender has received the fully executed, duly executed by dated and completed Pay-Off Letter, in form and substance reasonably satisfactory to the parties theretoLender;
(ix) a certificate of an Authorized Officer of each Loan PartyThe Lender has received the fully executed, certifying dated and completed Perfection Certificate from the names Borrower in form and true signatures of substance reasonably satisfactory to the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativeslender;
(x) a certificate of The Lender has received the appropriate official(s) of the jurisdiction of organization and, except fully executed Blocked Account Agreement and all other documents and/or instruments in connection and/or related thereto in form and substance satisfactory to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsLender;
(xi) The executed Transfer Agent Instruction Letter, a true and complete copy legal opinion of the charter, certificate Borrower’s corporate and securities counsel customarily given in connection with transactions of formation, certificate of limited partnership or the nature set forth in this Agreement and the other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior Documents and in form and substance reasonably satisfactory to the Effective Date by an appropriate official of Lenders; provided, however, that notwithstanding anything to the jurisdiction of organization of contrary provided herein or elsewhere such Loan Party which executed legal opinion shall set forth be delivered to the same complete name of such Loan Party as is set forth herein Lender and its counsel no later than five (5) Business Days following the organizational number of such Loan PartyClosing Date, if an organizational number is issued in such jurisdictionform and substance reasonably satisfactory to the Lender and its counsel;
(xii) a copy Satisfactory proof that (i) the 31 Lien, and (ii) the 31 Lock-Box Arrangements, each have been terminated and are of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;no further force and/or effect; and
(xiii) an opinion of Xxxxx LovellsSuch other documents, counsel to certificates, opinions, instruments and/or other items reasonable requested by the Loan Parties, as to such customary matters as the Agents may reasonably request;Lender and/or its legal counsel.
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested The issuance by the Collateral Agent, with such endorsements as Borrower to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence 31 Group of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.the
Appears in 1 contract
Samples: Bridge Financing Agreement (Intercloud Systems, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Third Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Third Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment and the Third Amendment Fee Letter, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, duly executed by each Loan Party and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfereach Lender;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in executed amendment to the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Ableco Intercreditor Agreement and (B) evidence reasonably a duly executed amendment to the Ableco Loan Agreement, each in form and substance satisfactory to the Collateral Agent of Agent, to, among other things, permit the filing of such UCC-1 financing statements as reasonably requested by increase in the Collateral Agent Revolver Commitment and each Mortgagethe borrowings on account thereof;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Third Amendment Effective Date by an Authorized Officer authorized officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each this Amendment and the other Loan Document Documents to be executed and delivered pursuant hereto to which such Loan Party is or will be a party party, and the execution and delivery performance of the other documents to be delivered by such Person in connection herewith and therewithLoan Agreement, as amended;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of an Authorized Officer authorized officer of each Loan Party, Party certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xv) a certificate certificates of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification an authorized officer of each Loan Party certifying as of either that (A) attached thereto is a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, complete and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a correct copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and Party or (B) the financial projections described Governing Documents of such Loan Party previously delivered to the Agent in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying connection with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations closing of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as Agreement remain true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain and in full force and effect and that none without amendment as of the Loan Parties has breached or defaulted in any of its obligations under such agreementsThird Amendment Effective Date;
(xxiiivi) an opinion of Xxxxxx X. Xxxxxx, Esq., General Counsel to the Borrowers, , in form and substance reasonably satisfactory to Agent; and
(vii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, Note payable to the extent applicableorder of each Lender, duly executed by the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBorrower;
(ii) a UCC Filing Authorization the Security Agreement, duly executed by the Borrower;
(iii) the Pledge Agreement and the Control Agreement, each duly executed by the Borrower;
(iv) the GS Representation Letter, together with duly executed by Gilat, Spacenet and the Borrower;
(Av) the Debt Conversion Letter, duly executed by the Borrower;
(vi) the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 9.01, duly executed by the Borrower;
(vii) the Registration Rights Agreement, duly executed by the Borrower;
(viii) appropriate financing statements on Form UCC-1UCC-1 and instruments of assignment (for collateral security) for filing in the United States Patent and Trademark Office, duly filed executed by the Borrower for filing in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreements;
(iiiix) certified copies of request requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party the Borrower and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed to in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensCollateral;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions adopted by the Board of each Loan PartyDirectors of the Borrower, certified as of the Effective Date by an Authorized Officer authorized officers thereof, authorizing (A) the borrowings borrowing hereunder and the transactions contemplated by the Loan Documents to which such Loan Party the Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party the Borrower of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person the Borrower in connection herewith and therewith, including the Warrants;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer authorized officer of each Loan Partythe Borrower, certifying the names and true signatures of the representatives officers of such Loan Party the Borrower authorized to sign each Loan Document to which such Loan Party the Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party the Borrower in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) a certificate dated as of a recent date of the appropriate official(s) of the jurisdiction State of organization andDelaware, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party the Borrower in such jurisdictionsState and listing all charter documents of the Borrower on file with such official(s);
(xixiii) a true and complete copy of the charter, certificate charter of formation, certificate the Borrower certified by the appropriate official(s) of limited partnership or other publicly filed organizational document the state of each Loan Party certified organization of the Borrower and as of a recent date not more than 30 days prior to the Effective Date by an appropriate official authorized officer of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionBorrower;
(xiixiv) a copy of the Governing Documents by-laws of each Loan Party, together with all amendments theretothe Borrower, certified as of the Effective Date by an Authorized Officer authorized officer of such Loan Partythe Borrower;
(xiiixv) an opinion of Xxxxx LovellsClifxxxx Xxxnce Rogexx & Xellx, special counsel to the Loan PartiesBorrower, substantially in the form of Exhibit D hereto, and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted]., including, without limitation, the Warrants;
(xvi) [Intentionally Omitted].an opinion of (a) Spacenet's in-house regulatory counsel, as to such matters as the Agent may reasonably request, (b) Israeli counsel to Gilat in connection with the GS Representation Letter and (c) Spacenet's general counsel in connection with GS Representation Letter;
(xvii) a certificate of an Authorized Officer the chief executive officer or the chief financial officer of each Loan PartyBorrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as together with a certificate of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer chief executive officer or chief financial officer of the Ultimate ParentBorrower setting forth all pending or, to the best of the Borrower's knowledge, threatened litigation and other claims to the effect that the Borrower (or Spacenet) infringes upon, or conflicts with, the asserted rights of any other Person under any trademark, patent, license, or other technology material to the Business;
(xix) a certificate copy of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentBorrower's Business Plan;
(xx) evidence copies of the insurance coverage policies and certificates of insurance evidencing such insurance on the property of the Borrower as is required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder6.01(h) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requesthereof;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andagreements, to the extent requested instruments and other documents executed and delivered by the Collateral Agent, of the other Borrower in connection with any Material Contracts or any Investor Agreement as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer authorized officer of the Administrative Borrower, together with a certificate of an Authorized Officer authorized officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none neither the Borrower nor any of the Loan Parties its Affiliates has breached or defaulted in any of its respective obligations under such agreements; and (B) copies of all agreements, instruments and other documents relating to each Pending Contract, together with a statement of an authorized officer of the Borrower advising the Agent of the status of all Pending Contracts under negotiation as of the Effective Date;
(xxii) a certificate of the chief executive officer or chief financial officer of the Borrower, certifying that (A) Spacenet, Microsoft Holdings, the Furmxx Xxxx Xxxities and EchoStar own approximately 41.09%, 17.61%, 7.16% and 17.61%, respectively, of the issued and outstanding Capital Stock of the Borrower and (B) the Borrower has received cash proceeds from the issuance of such Capital Stock equal to the Initial Equity Investment; and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer, as applicable, in each case, to the extent in the Loan Parties' control or received by the Loan Parties prior to the Effective Date,;
(iiiii) a UCC Filing Authorization Letter, together with (A) payoff letters executed by or on behalf of each of the Existing Xxxxxxx stating that upon receipt of a respective amount certain (1) all Indebtedness owed by the Loan Parties under the respective Existing Credit Facility will be paid in full, (2) the respective Existing Credit Facility and all related documents will be terminated and released, (B) appropriately prepared filings related to the termination of security interest in Intellectual Property for each assignment for security recorded with respect thereto, if any, at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, (C) appropriately prepared UCC-3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders and covering any portion of the Collateral and (D) appropriately prepared termination documents for any control agreements or landlord waivers existing in favor of any of the Existing Lenders;
(iv) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(ivvi) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(vvii) the IP Security Agreements;
(viii) the Acquisition Collateral Assignment;
(ix) the Disbursement Letter;
(x) the Fee Letter;
(xi) the Intercompany Subordination Agreement, duly executed by ;
(xii) a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation or incorporation, certificate of limited partnership or other publicly filed organizational document (as applicable) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by each party; thereto;
an appropriate official of the jurisdiction of incorporation or organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational or company number (viias applicable) of su ch Loan Party, if an organizational or company number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xD) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial an officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers Loan Parties on a consolidated basis (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Loans made on the Effective Date), certified in the form attached hereto as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with Exhibit G;
(xiv) a certificate of an Authorized Officer of the Administrative Borrower stating certifying that (A) the attached copies of the IWCO Acquisition Documents and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsagreements (except with respect to the IStar Dispute) ;
(xxiiixv) a certificate of the appropriate official(s) of the jurisdiction of incorporation or organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing (where such (or similar) concept has a legal meaning in a particular jurisdiction) of such Loan Party in such jurisdiction;
(xvi) copies of the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect;
(xvii) an opinion of (A) Xxxxxx Frome Xxxxxxx LLP, counsel to the Loan Parties and (B) of any other applicable local counsel reasonably requested by any Agent, in each case, as to such matters as the Collateral Agent may reasonably request; and
(xviii) evidence of the insurance coverage required by Section 7.01(h) and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may reasonably request; and
(xix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Samples: Financing Agreement
Delivery of Documents. On or before the Termination Date and as --------------------- a condition to the effectiveness of the termination, the following shall be delivered to WHC or its Permitted Assigns (the "RELEASE CONDITIONS"): ------------------
(1) the Cash Payment;
(2) the Note, receipt of which is hereby acknowledged by the Wyndham Parties;
(3) the Security Agreement;
(4) the CHRI Stock certificates, together with stock powers duly executed in blank, and/or such other documents or evidence as WHC or its Permitted Assigns may reasonably request to perfect WHC's or its Permitted Assigns' security interests in such stock and in all other collateral securing the Note as first-priority security interests. The Collateral Agent Wyndham Parties (on behalf of themselves and their Permitted Assigns) agree they shall have received not foreclose their security interest against the CHRI Stock until six months after the Termination Date. Prime and Homegate hereby agree for the benefit of the Wyndham Parties and CHRI to deliver the Cash Payment on the Termination Date, and CHRI hereby agrees for the benefit of the Wyndham Parties, the Homegate Parties, and the Prime Parties to deliver the Note, the Security Agreement and the other documents required under clause (4) above on or before the Effective Date Termination Date. If the followingCash Payment is made but the documents specified in clauses (3) and (4) of the Release Conditions have not been executed and delivered as required therein, each in form and substance reasonably satisfactory then the Cash Payment shall be returned to the Collateral Agent andparty making such payment and the termination notice in question shall thereafter be ineffective. If the documents set forth in clauses (2), unless indicated otherwise(3), dated and (4) of the Effective Date:
(i) a Security AgreementRelease Conditions have been delivered, together withbut the Cash Payment is not made, then such documents shall be returned to the extent applicable, party which delivered them and the original stock certificates representing all of termination notice in question shall thereafter be ineffective. Unless and until the Equity Interests, Merger and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank termination occur and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statementsRelease Conditions have been satisfied, none of whichthe Claims (defined below) shall be released. However, except as otherwise agreed by the Collateral Agent, no party hereto shall cover institute (or permit any of its affiliates to institute) any legal proceeding to enforce any Claims until the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy earliest of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Merger Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lendersbeing terminated, (B) if the Merger is consummated and a termination of security interest in intellectual property for each assignment for security recorded by is given, the Existing Lenders at Release Conditions having not been satisfied on the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan PartiesTermination Date, and (C) UCC-3 if the Merger is consummated but the termination statements for all UCC-1 financing statements filed right provided in Section 1 is not timely exercised, or (D) March 31, 1998 if neither the Merger Agreement is terminated nor the Merger is consummated by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestdate.
Appears in 1 contract
Samples: Agreement Regarding Termination of Management Agreements (Homegate Hospitality Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Dateas of March 28, 2003:
(i) a Security Agreement, together with, to duly executed by the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBorrower;
(ii) a Patent Security Agreement, duly executed by the Borrower;
(iii) a Trademark Security Agreement, duly executed by the Borrower;
(iv) a UCC Filing Authorization Letter, duly executed by the Borrower, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and referenced in clause (Bd)(i) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageabove;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name the Borrower as debtor any Loan Party and which are filed in the offices referred to in paragraph clause (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person the Borrower or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvi) a control agreement with respect to each deposit account and investment account of the Collateral AssignmentBorrower, duly executed by the Buyer;
(v) Borrower and the Intercompany Subordination Agreementdepositary institution or securities intermediary, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;as applicable.
(vii) a copy of the resolutions of each Loan Partythe Board of Directors of the Borrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partyDocuments, and (B) the execution, delivery and performance by such Loan Party the Borrower of each Loan Document to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person the Borrower in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Partythe Borrower, certifying the names and true signatures of the representatives of such Loan Party the Borrower authorized to sign each Loan Document to which such Loan Party the Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party the Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xix) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party the Borrower certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party the Borrower in such jurisdictionsstates;
(xix) a true and complete copy of the charter, certificate of formationincorporation, certificate of limited partnership or other publicly filed organizational document of each Loan Party the Borrower certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization incorporation of such Loan Party the Borrower which shall set forth the same complete name of such Loan Party the Borrower as is set forth herein and the organizational number of such Loan Partythe Borrower, if an organizational number is issued in such jurisdiction;
(xiixi) a copy of the Governing Documents by-laws of each Loan Partythe Borrower, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Partythe Borrower;
(xiiiA) an opinion of Xxxxx LovellsPillsbury Winthrop LLP, counsel to the Loan PartiesBorrower, substantially in the form of Exhibit 4.01(d)(xii) and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixiii) a certificate of an Authorized Officer of each Loan Partythe Borrower, certifying as to the matters set forth in Section 5.01(b4.01(b);
(xviiixiv) a copy of (A) the Financial Statements Statements, together with a certificate of an Authorized Officer of the Borrower setting forth all existing Indebtedness, pending or threatened litigation or claims and other contingent liabilities of the Borrower;
(Bxv) a copy of the financial projections described in Section 6.01(g)(ii5.01(g)(ii) hereof, certified as of which projections shall be satisfactory in form and substance to the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentAgents;
(xixxvi) a certificate of the chief financial officer of Funko Holdings certifying the Borrower, setting forth in reasonable detail the calculations required to establish compliance, as of the Effective Date giving effect to the solvency transactions contemplated hereunder, with each of the Borrowers financial covenants contained in Sections 6.03(d) and (taken as a wholee), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxvii) evidence of the insurance coverage required by Section 7.01 6.01 and the terms of each the Security Agreement referenced in clause (d)(i) above and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ days prior written notice to the Collateral Agent and each such named insured or loss payee;
(xviii) a copy of that certain Omnibus Amendment and Termination Agreement dated as of March 28, 2003 between the Borrower and Elan, together with evidence a certificate of an Authorized Officer of the payment Borrower stating that such copy is a true and correct copy of all premiums due such agreement and that such agreement is in respect thereof for such period as the Collateral Agent may requestfull force and effect and has not been amended or modified;
(xxixix) evidence a collateral access agreement, in form and substance satisfactory to the Collateral Agent, executed by each Person who possesses Inventory of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralBorrower;
(xxiixx) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts listed on Schedule 5.01(x) as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxi) a termination and release agreement with respect to the Existing Credit Facility and all related documents, including any security agreements filed with respect to any of the Borrower’s copyrights, patents or trademarks, duly executed by the Borrower and the Existing Lender, together with UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lender and covering any portion of the Collateral;
(xxii) a Notice of Borrowing in accordance with Section 2.02;
(xxiii) the Post-Closing Matters Agreement; and
(xxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Term A Note payable to the order of each Lender with a Term Loan A Commitment, duly executed by the Borrower;
(ii) a Term B Note payable to the order of each Lender with a Term Loan B Commitment, duly executed by the Borrower;
(iii) a Revolving Credit Note payable to the order of each Lender with a Revolving Credit Commitment, duly executed by the Borrower;
(iv) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by each of the Equity InterestsParent and the Borrower;
(v) a Pledge Agreement, duly executed by each of the Parent and the Borrower, together with all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iivi) the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing in the maximum principal amount of $2,225,000, duly executed by the Borrower, with respect to the Facility;
(vii) the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing in the maximum principal amount of $2,000,000, duly executed by the Borrower, with respect to the Facility;
(viii) the Title Insurance Policy dated as of the Effective Date;
(ix) a UCC Filing Authorization Lettersurvey of the Facility, together in form and substance satisfactory to the Collateral Agent, certified to the Collateral Agent and to the issuer of the Title Insurance Policy;
(x) a copy of each letter issued by the applicable State Governmental Authority, evidencing the Facility's compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws;
(Axi) an Environmental Indemnity Agreement, duly executed by the Borrower;
(xii) appropriate financing statements on Form UCC-1, duly executed by each Loan Party and duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement Agreements and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageMortgages;
(iiixiii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iixii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiv) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxvi) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates, together with confirmation by telephone or telegram (where available) on the Effective Date from such official(s) as to such matters;
(xixvii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixviii) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixix) an opinion of Xxxxx LovellsMillxx & Xolgxxx, counsel xxunsel to the Loan Parties, substantially in the form of Exhibit J and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixx) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixxi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as together with a certificate of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentParent setting forth all existing Indebtedness, pending or threatened litigation or claims and other contingent liabilities of the Parent and its Subsidiaries;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxxii) evidence of the insurance coverage required by Section 7.01 and the terms of each the Security Agreement Agreements and the Mortgages and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixxiii) evidence a certificate of an Authorized Officer of the payment Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowings, Letters of Credit Applications and all other notices under this Agreement and the other Loan Documents;
(xxiv) a landlord waiver, in form and substance satisfactory to the Collateral Agent and which may be included as a provision contained in the relevant Lease, executed by each landlord with respect to each of the Leases set forth on Schedule 6.01(p);
(xxv) a collateral access agreement, in form and substance satisfactory to the Collateral Agent, executed by each Person who possesses Inventory of the Borrower;
(xxvi) a certificate of an Authorized Officer of the Parent stating that true and correct copies of the Indenture Documents, the IDA Xxxenture Documents, the Fleet Documents, the Intercompany Loan Documents, the WCLDC Loan Documents and the other Material Contracts as in effect on the Effective Date have been previously been provided to the Agents' counsel and that such agreements remain in full force and effect and that the Parent and its Subsidiaries have not breached or defaulted in any of all Indebtedness their obligations under the Existing Credit Facilities, together with such agreements;
(Axxvii) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties Borrower and the Existing LendersLender, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) together with UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders Lender and covering any portion of the Collateral;
(xxiixxviii) copies a satisfactory update of the Acquisition Documents existing Phase I environmental audit provided by Borrower to the Collateral Agent (and, to the extent if requested by the Collateral AgentAgent based upon the results of such update, a Phase II environmental audit) of the other Material Contracts as Facility, in effect on the Effective Date, certified as true form and correct copies thereof substance and by an Authorized Officer of independent firm satisfactory to the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsCollateral Agent;
(xxiiixxix) such depository account, block account, lockbox account and similar agreements and other documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower's cash management system; and
(xxx) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent JCOF and Merger Sub shall have received on delivered, or before the Effective Date caused to be delivered, to YGY the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreementcertificate of an appropriate officer of each of JCOF and Merger Sub, together with, certifying as to the extent applicable, the original stock certificates representing all resolutions of the Equity InterestsBoard of Directors of JCOF and Merger Sub and JCOF as the sole shareholder of Merger Sub, respectively, authorizing the transactions contemplated herein and all promissory notes required the incumbency of officers of each of JCOF and Merger Sub and any such entity executing any document or instrument delivered in connection with such transactions and certifying as to be pledged thereunder, accompanied by undated stock powers executed the items set forth in blank and other proper instruments paragraph (b) of transferthis Section 2.3;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed corporate certificates of good standing or legal existence of each of JCOF and Merger Sub from the respective jurisdictions in such office which JCOF and Merger Sub are formed or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagetransact business;
(iii) a certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any copy of the Collateral (other than Permitted Liens) Articles of Incorporation and By-Laws of JCOF and a certified copy of the results Articles of searches for any tax Lien Incorporation and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensBy-Laws of Merger Sub;
(iv) evidence of (x) the Collateral Assignment, duly executed by termination of all JCOF employment agreements and (y) the Buyerexecution of employment agreements between JCOF and each of Xxxxx Xxxxxx and Xxxx Xxxxxxx will be provided prior to closing;
(v) evidence that all liabilities of JCOF to its employees, in the Intercompany Subordination Agreementform of accrued but unpaid dividends, duly executed by each Loan Partybonuses, compensation or the like has been satisfied or forgiven, such that those liabilities will no longer be due to those individuals;
(vi) the Flow of Funds Agreement, duly executed by each partyevidence that all dividends payable have be settled out and removed from JCOF’s balance sheet; thereto;and
(vii) a copy of the resolutions of each Loan Partyall other consents, certified as of the Effective Date agreements, schedules, documents and exhibits required by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents this Agreement to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by YGY at or before the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Closing.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (AL International, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Borrower Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied duly executed by undated stock powers executed in blank and other proper instruments of transfereach Loan Party;
(ii) a UCC Filing Authorization LetterDebenture, together duly executed by the applicable Loan Party;
(iii) an Intellectual Property Security Agreement executed by each Loan Party and by any Affiliate of a Loan Party holding intellectual property rights in Canada;
(iv) a Pledge Agreement, duly executed by each Loan Party;
(v) evidence of the recording of the Debenture in such office or offices as may be necessary or, in the opinion of the Agent, desirable to perfect the Lien over the Real Property Asset purported to be created thereby or to otherwise protect the rights of the Agent and the Lenders thereunder;
(vi) a Title Insurance Policy with respect to each Debenture registered against Real Property Assets, dated as of the Effective Date;
(Avii) a survey of each Mortgaged Property, in form and substance satisfactory to the Agent, certified to the Agent and to the issuer of the relevant Title Insurance Policy;
(viii) a copy of each letter issued by the applicable Governmental Authority, evidencing each Mortgaged Property's compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws;
(ix) appropriate financing statements on Form UCC-1registration forms under the PPSA, each duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageDocuments;
(iiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed PPSA registrations recorded in the offices referred to in paragraph (iiix) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivxi) the Collateral AssignmentUS Intercreditor Agreement, duly executed by the BuyerWorking Capital Agent and the Working Capital Lenders, and acknowledged by the Loan Parties;
(vxii) the Intercompany Subordination Agreement, duly executed by each a PPSA estoppel letter in respect of any Permitted Liens for which PPSA registrations have been filed listing a Loan PartyParty as debtor;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, (B) approval of share transfers pursuant to the Pledge Agreements, and (BC) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxiv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxv) a certificate of the appropriate official(s) of status or similar certificate with respect to the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of in which each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsis incorporated;
(xixvi) a true and complete copy of the charterarticles and by-laws, certificate of formationlimited liability company agreement, certificate operating agreement, agreement of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixvii) an opinion of Xxxxx Lovells, from counsel to the Loan PartiesBorrowers, Xxxxx Xxxxxxx & Xxxxxxx LLP, in form and substance satisfactory to the Agent, as to such customary matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixviii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent5.01;
(xix) a certificate of the chief financial officer a Designated Financial Officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers (taken as a whole)such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 7.01(e) and the terms of each Security Agreement Debenture and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force Borrower, certifying the names and effect and that none true signatures of the persons that are authorized to provide the Notice of Borrowing and all other notices under this Agreement and the other Loan Parties has breached or defaulted in any Documents;
(xxii) a Landlord's Waiver and Consent, executed by each landlord with respect to each Material Leasehold Property, together with a copy of its obligations under such agreementsthe relevant Lease, and all amendments thereto, between the applicable Loan Party and the landlord party thereto;
(xxiii) a satisfactory ASTM 1527-00 Phase I Environmental Site Assessment ("Phase I ESA") (and, if requested by the Agent based upon the results of such Phase I ESA, an ASTM 1527-00 Phase II Environmental Site Assessment) of each Mortgaged Property, in form and substance and by an independent firm satisfactory to the Agent; and
(xxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Amendment Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignmentthis Amendment, duly executed by the BuyerAdministrative Borrower, the Collateral Agent and the Required Lenders;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiii) a copy of the resolutions of the Parent and each Loan Partyof DeepIntent Parent and DeepIntent Subsidiary, certified as of the Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by this Amendment and the other Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiii) a certificate of an Authorized Officer of each Loan PartyParty and each of DeepIntent Parent and DeepIntent Subsidiary, certifying the names and true signatures of the representatives of such Loan Party Persons authorized to sign this Amendment and each other Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesAuthorized Officers (or, other than in the case of DeepIntent Parent and DeepIntent Subsidiary, a certification that no changes have been made to each certificate of incumbency delivered to the Collateral Agent on or after the Effective Date);
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party DeepIntent Parent and DeepIntent Subsidiary certifying as of a recent date not more than 30 days prior to the Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Party, in such jurisdictions, except, in each case, where the failure to be so qualified could not reasonable be expected to have a Material Adverse Effect;
(xiv) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party of DeepIntent Parent and DeepIntent Subsidiary certified as of a recent date not more than 30 days prior to the Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party Person, which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xiivi) a copy of the Governing Documents of each Loan Partyof DeepIntent Parent and DeepIntent Subsidiary, together with all amendments thereto, certified as of the Amendment Effective Date by an Authorized Officer of such Loan PartyPerson;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviivii) a certificate of an Authorized Officer of each Loan Partythe Administrative Borrower, certifying as to the matters set forth in subsections (b) and (c) of this Section 5.01(b)3;
(xviiiviii) a copy of (A) Joinder Agreement, duly executed by DeepIntent Parent, DeepIntent Subsidiary and the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentLoan Parties;
(xixix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business Security Agreement, a Security Agreement Supplement, in the form attached as Exhibit C thereto, duly executed and operations delivered by DeepIntent Parent and DeepIntent Subsidiary;
(x) a Pledge Amendment, substantially in the form of Exhibit A to the Security Agreement, duly executed by the equity holder of DeepIntent Parent and DeepIntent Subsidiary, together with the original certificates representing all of the Loan Parties as Equity Interests of DeepIntent Parent and DeepIntent Subsidiary required to be pledged thereunder (if any) and all promissory notes of DeepIntent Parent and DeepIntent Subsidiary required to be pledged thereunder, accompanied by undated stock or other powers executed in blank and other proper instruments of transfer;
(xi) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1 or under other applicable laws in any jurisdiction in such office or offices as may reasonably requestbe necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement with respect to the assets and Equity Interests of DeepIntent Parent and DeepIntent Subsidiary;
(xii) certified copies of request for copies of information on Form UCC-11, or certified copies of searches under any applicable jurisdiction, in each case, where reasonably requested listing all effective financing statements which name as debtor DeepIntent Parent or DeepIntent Subsidiary and which are filed in the office or offices as may be necessary to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which shall cover any of the Collateral (other than Permitted Liens), and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestshall not show any Liens other than Permitted Liens;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Axiii) a termination and release agreement or deed of release (as applicable) with respect counterpart to each of the Existing Credit Facilities and all related documentsIntercompany Subordination Agreement, duly executed by the applicable Loan Parties DeepIntent Parent and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDeepIntent Subsidiary;
(xxiixiv) a counterpart to the VCOC Management Rights Agreements, duly executed by DeepIntent Parent and DeepIntent Subsidiary; and
(xv) copies of the DeepIntent Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts Agreement and all material agreements delivered in connection therewith as in effect on the Amendment Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent shall have received on or before the Effective Date (subject to the provisions of Section 2.10) the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and their respective counsel, and, unless indicated otherwise, dated the Effective Date:
(i1) a this Agreement, duly executed by the Borrower;
(2) the Security Agreement, together withduly executed by the Borrower and each Guarantor, to the extent Guaranties and the other Security Documents, duly executed by the Borrower and each Guarantor, as applicable, the original stock certificates representing all of the Equity Interestsand, and all promissory notes required to be pledged thereunder, accompanied if requested by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested Mortgages, duly executed by the Collateral Agent Borrower or each applicable Guarantor, if any, together with such policies of title insurance, surveys and each Mortgageother instruments as the Lenders shall reasonably request;
(iii3) if requested by Agents, certified copies of request for copies of information on Form UCC-11, or other applicable personal property legislation, listing all effective financing statements which that name the Borrower or any Guarantor as debtor any Loan Party and which that are filed in the offices referred to respective jurisdictions in paragraph (ii) abovewhich the Borrower or any Guarantor is organized or has assets, together with copies of such financing statements, none of which, except as permitted herein or otherwise agreed in writing by the Collateral AgentRequisite Lenders, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensCollateral;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii4) a copy of the resolutions of each Loan Partythe Board of Directors of the Borrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such the Borrower is a party and (B) the execution, delivery and performance by the Borrower of each Loan Document to which the Borrower is a party and the execution and delivery of the other documents to be delivered by the Borrower in connection herewith and therewith;
(5) a copy of the resolutions of the Board of Directors of each Debtor Loan Party (other than the Borrower) and each Non-Debtor Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the transactions contemplated by the Loan Documents to which such Guarantor is or will be a party, party and (B) the execution, delivery and performance by such Loan Party Guarantor of each Loan Document to which such Loan Party Guarantor is or will be a party and the execution and delivery of the other documents to be delivered by such Person Guarantor in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix6) a certificate of an Authorized Officer of each Debtor Loan Party and each Non-Debtor Loan Party, certifying (x) the names and true signatures of the representatives of such each Debtor Loan Party and Non-Debtor Loan Party authorized to sign each Loan Document to which such Debtor Loan Party or Non-Debtor Loan Party is or will be a party party, as applicable, and the other documents to be executed and delivered by any such Debtor Loan Party or Non-Debtor Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xy) a certificate copies of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, its charter or organizational documents and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together -laws with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Debtor Loan Party or Non-Debtor Loan Party, respectively;
(xiii7) an opinion a certificate of Xxxxx Lovells, counsel the appropriate official(s) of the State or other legal jurisdiction of incorporation or organization certifying as to the subsistence in good standing of each Debtor Loan PartiesParty and each Non-Debtor Loan Party in such State or other jurisdiction, dated as to such customary matters as of a date within ten (10) days of the Agents may reasonably requestEffective Date;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) 8) a certificate of an Authorized Officer of each Loan Partythe Borrower, certifying as of the Effective Date as to the matters set forth in Section 5.01(b)subsections (A) and (B) of subsection 7.1;
(xviii9) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerApproved Budget, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain the Approved Budget has been prepared in full force good faith by the Borrower, and effect and that none of is based on assumptions believed by the Loan Parties has breached or defaulted in any of its obligations under such agreementsBorrower to be reasonable at the time made;
(xxiii10) the Reaffirmation and Forbearance Agreement, duly executed by each of the Non-Debtor Loan Parties, the Borrower, Portola Allied Tool, and Tech Industries, and the items described in Section 5(b) thereof;
(11) the agreements, certificates, approvals and other documents set forth on Schedule 7.1(G); and
(12) such other customary agreements, certificates, instruments, opinions approvals and other documents, each reasonably in form and substance satisfactory to the Collateral Agent in form Agents and substancethe Requisite Lenders, as the Collateral Agent Agents or the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Senior Post Petition Credit Agreement (Portola Packaging Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto;
(iii) the Flow of Funds Agreement, duly executed by each of the parties thereto;
(iv) the Perfection Certificate, duly executed by the Administrative Borrower;
(v) the Fee Letter, duly executed by the Borrowers;
(vi) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iivii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion results of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentAgent and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiviii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Party, in such jurisdictionsjurisdiction, except, in each case, where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect of the Loan Parties, taken as a whole;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of (A) Xxxxx LovellsXxxx & Xxxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxx & Xxxxxxx, local counsel with respect to the Loan Parties organized in Ohio, and (C) Morris, Nichols, Arsht & Xxxxxxx LLP, local counsel with respect to the Loan Parties organized in Delaware, in each case, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b), (e) and (g) of this Section 5.01(b)5.01;
(xviiixv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentStatements;
(xixxvi) a certificate of the chief financial officer of Funko Holdings the Administrative Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;; and
(xxxvii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Agents may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeAgents, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Agents may reasonably request;.
(xxixviii) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties Parties, the Existing Agent and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Agent and/or the Existing Lenders on each applicable Facility, (C) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Agent and/or the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, that constitutes Collateral and (CD) UCC-3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Agent and the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent and (other than in the case of clause (v)) the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto;
(iii) the Effective Date Acquisition Collateral Assignment, duly executed by each of the parties thereto;
(iv) the Flow of Funds Authorization, duly executed by each of the parties thereto;
(v) the Perfection Certificate, duly executed by the Borrower;
(vi) the Fee Letter, duly executed by the Borrower;
(vii) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock or certificated membership interests of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiviii) a UCC Filing Authorization Letter, together with the Warrant duly executed by the Borrower;
(Aix) appropriate financing statements on Form UCC-1, the UK Security Documents duly filed in such office or offices as may be necessary or, in executed by the opinion of the Collateral Agent, desirable to perfect the security interests parties purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageparties thereto;
(iiix) certified copies Dutch Security Documents duly signed by the parties purported to be parties thereto and the Belgian Security Documents duly signed by the parties purported to be parties thereto;
(xi) Assignments for Security, with respect to the Intellectual Property duly executed by each relevant Loan Party;
(xii) [reserved];
(xiii) results of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiv) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings or guaranty hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxv) a certificate of an Authorized Officer of each Loan PartyParty (other than the UK Obligors), certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxvi) a true and complete copy of the charter, certificate of the appropriate official(s) formation, certificate of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification limited partnership or other publicly filed organizational document of each Loan Party certifying (other than the UK Obligors) certified as of a recent date not more than 30 days prior to the Effective Date as to by an appropriate official of the subsistence in good standing of, and the payment jurisdiction of taxes by, organization of such Loan Party or, with respect to the Dutch Loan Party and the Belgian Loan Party certified by an Authorized Officer, which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionsjurisdiction;
(xixvii) a certificate of an Authorized Officer of each Loan Party (other than the UK Obligors), certifying as to a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixviii) a copy of the Governing Documents of each Loan PartyParty (other than the UK Obligors), together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixix) an opinion of Xxxxx LovellsXxxxxxxxx & Xxxxxxxx, LLP, counsel to the Loan PartiesParties with respect to U.S. law, as of NautaDutilh N.V., Dutch counsel to such customary matters as the Agents may reasonably requestLoan Parties with respect to Dutch law and Belgian counsel to the Loan Parties with respect to Belgian law;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixx) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b), (e) and (g) of this Section 5.01(b)5.01;
(xviiixxi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Statements;
(xixxxii) a certificate of the chief financial officer of Funko Holdings the Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentRequired Lenders;
(xxxxiii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement Document and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Required Lenders may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeRequired Lenders, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Required Lenders may reasonably request;
(xxixxiv) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under (i) that certain Accounts Receivable Financing Agreement, dated as of September 30, 2020, between Boxlight Inc., EOS EDU LLC and Sallyport Commercial Finance, LLC (“Sallyport”), as amended, and the Existing Credit FacilitiesRevolving Inventory Loan Addendum to the Accounts Receivable Financing Agreement, dated as of December 16, 2021 (collectively, the “Sallyport Agreements”), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Sallyport Agreements, all security agreements related thereto and all other related documents, duly executed by the applicable Loan Parties and Sallyport and (B) UCC-3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Lendersapplicable Loan Parties, and (ii) with respect to the Barclays Facility, (A) a termination and release agreement with respect to the Barclays Facility and all related documents, duly executed by the Loan Parties, and the agents and lenders with respect to termination of the Barclays Facility, (B) if applicable, a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders any Person at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and that constitutes Collateral; and
(Cxxv) UCC-3 termination statements for all UCC-1 financing statements filed by concurrently with the Existing Lenders and covering any portion making of the Collateral;
(xxii) copies initial Loans, evidence of the Acquisition Documents and, payment in full of all Indebtedness under the Xxxx Note and to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, any Xxxx Lender together with a certificate of an Authorized Officer of termination and release agreement with respect to the Administrative Borrower stating that such Xxxx Note, all agreements remain in full force related thereto and effect and that none of all other related documents, duly executed by the applicable Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestXxxx Lenders.
Appears in 1 contract
Samples: Credit Agreement (Boxlight Corp)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
Date and, if applicable, duly executed by the Persons party thereto: (i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
; (ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, -74- 939843v.13 desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
; (iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens;
Liens (other than Permitted Liens acceptable to the Collateral Agent); (iv) a Perfection Certificate; (v) the Acquisition Collateral Assignment, duly executed by ; (vi) the Buyer;
Disbursement Letter; (vvii) the Fee Letter; (viii) the Intercompany Subordination Agreement, duly executed by each Loan Party;
; (viix) the Flow of Funds AgreementEnglish Collateral Documents; (x) with respect to each Facility, duly executed by each party; thereto;
(vii) a copy of the resolutions Real Property Deliverables; (xi) each of each Loan Partythe Equity Documents; (xii) the management rights letter, certified dated as of the Effective Date by an Authorized Officer thereofdate hereof, authorizing (A) among the borrowings hereunder Loan Parties and the transactions contemplated by Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the Loan Documents to which such Loan Party is or will be a party, and “VCOC Management Rights Agreement”); (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxiii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the Warrants, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, LIBORSOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);, Section 5.01(e) and Section -75- 939843v.13
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may 5.01 reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
; (xx) a landlord waiver, in form and substance satisfactory to the Collateral Agent and which may be included as a provision contained in the relevant Lease, executed by each landlord with respect to each of the Leases set forth on Schedule III to the Security Agreement; (xxi) a collateral access agreement, in form and substance satisfactory to the Collateral Agent, executed by each Person who possesses Inventory of any Loan Party; (xxii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesIndebtedness, together with with, as applicable for such Existing Indebtedness: (A) a termination and release agreement or deed of release (as applicable) with respect to each of the such Existing Credit Facilities Indebtedness (including any guarantees in respect thereof) and all related documents, duly executed by the applicable Loan Parties and the Existing Lendersexisting lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property Intellectual Property of the Loan PartiesParties pledged in respect of the Existing Indebtedness, and (C) UCC-3 UCC 3 termination statements (or foreign equivalents) for all UCC-1 financing statements (or foreign equivalents) filed by in respect of the Existing Lenders Indebtedness and covering any portion of the Collateral;
Collateral (xxii) copies except that so long as the Borrower shall have received a customary payoff letter affirming the release of the Acquisition Documents and, to the extent requested by the Collateral Agent, applicable Lien upon payment in full of the other Material Contracts applicable Indebtedness, the Loan Parties shall use their best efforts to obtain the UCC-3 termination statement from the Small Business Association promptly post-closing and the foreign equivalent for the Facility Letter dated as of July 14, 2020 with Xxxxxxxxx Xxxxxx & Co.); (xxiii) all Control Agreements that, in effect on the reasonable judgment of the Agents, are required for the Loan Parties to comply with the Loan Documents as of the Effective Date, certified as true and correct copies thereof each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (xxiv) evidence satisfactory to the Agents that a Process Agent has been properly appointed by an Authorized Officer of the Administrative Borrowereach Loan Party in accordance with Section 12.10(c); (xxv) a duly executed Escrow Agreement, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements which shall remain in full force and effect effect; and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.. -77- 939843v.13
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC‑1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Intercompany Subordination Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiiviii) a certificate of the chief financial officer of Patriot (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03 (as if the covenants applicable to the quarter ending March 31, 2017 applied on the Effective Date), (B) certifying that all tax returns required to be filed by the Loan Parties have been filed and all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, except to the extent contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof on the Financial Statements in accordance with GAAP, (C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance in all material respects with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(g)(ii) by an Authorized Officer and (D) attaching a copy of the Ultimate Parentsolvency analysis provided by Duff & Xxxxxx to the Board of Directors of Patriot;
(xixix) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers such Loan Party (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral AgentLoans made on the Effective Date);
(xxx) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xii) an opinion of BakerHostetler, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xiii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent;
(xiv) a collateral access agreement, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request in form and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice substance reasonably satisfactory to the Collateral Agent and Agent, executed by each such named insured or loss payeePerson who possesses Inventory of any Loan Party, together with evidence which Inventory has a fair market value in excess of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request$250,000;
(xxixv) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Holders shall have received on or before the Second Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Holders and, unless indicated otherwise, dated the Second Amendment Effective Date:
(i) a Security reaffirmation of the Blatstein Pledge Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied duly executed by undated stock powers executed in blank and other proper instruments of transferExxx X. Xxxxxxxxx;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion reaffirmation of the Collateral AgentSubordination Agreement, desirable to perfect the security interests purported to be created dated December 11, 2012, made by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent Exxx X. Xxxxxxxxx in favor of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagethe First Lien Agent duly executed by Exxx X. Xxxxxxxxx;
(iii) certified copies of request for copies of information on Form UCC-11a guaranty and joinder agreement, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph duly executed by OTG Management PHL, LLC (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensSeries A);
(iv) a copy of the Collateral Assignment, duly executed by Second Amendment to the Buyer;
(v) the Intercompany Subordination First Lien Credit Agreement, duly executed by each Loan Transaction Party, the First Lien Lenders and the First Lien Agent and in form and substance satisfactory to the Holders and evidence that all conditions precedent to the effectiveness of such second amendment to the First Lien Credit Agreement have been satisfied as of the Second Amendment Effective Date;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiv) a copy of the resolutions of each Loan Transaction Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the additional borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, hereby and (B) the execution, delivery and performance by such Loan Transaction Party of each Loan Document to which such Loan Party is or will be a party this Second Amendment, the performance of the Note Documents as amended thereby, and the execution and delivery of the other documents to be delivered by such Person Transaction Party in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvi) a certificate of an Authorized Officer of each Loan Transaction Party, certifying the names and true signatures of the representatives of such Loan Transaction Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Second Amendment and the other documents to be executed and delivered by such Loan Transaction Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xvii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Transaction Party (or other evidence reasonably satisfactory to Collateral Agent) certifying as of a recent date not more than 30 days prior to the Second Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes due and payable by, such Loan Transaction Party in such jurisdictionsstates;
(xiviii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Transaction Party certified as of a recent date not more than 30 days prior to the Second Amendment Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Transaction Party which shall set forth the same complete name of such Loan Transaction Party as is set forth herein and the organizational number of such Loan Transaction Party, if an organizational number is issued in such jurisdictionjurisdiction (or, to the extent the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Transaction Party has not been amended, modified or, supplemented since the First Amendment Effective Date, a certificate from an Authorized Officer of such Transaction Party certifying that such charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Transaction Party not been amended, modified or supplemented since the First Amendment Effective Date);
(xiiix) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents of each Loan Transaction Party, together with all amendments thereto, certified as of the Second Amendment Effective Date by an Authorized Officer of such Loan PartyTransaction Party (or, to the extent the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents of such Transaction Party have not been amended, modified or supplemented since the First Amendment Effective Date, a certificate from an Authorized Officer of such Transaction Party certifying that such charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents have not been amended, modified or supplemented since the First Amendment Effective Date);
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviix) a certificate of an Authorized Officer of each Loan Partythe Company, certifying as to the matters set forth in Section 5.01(b)clause (a) above;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxi) a certificate of the chief financial officer of Funko Holdings the Company (in substantially the form of the solvency certificate delivered on the Closing Date), certifying as to the solvency of (A) the Borrowers Company, and (taken as B) the Transaction Parties and their respective Subsidiaries, on a whole)consolidated basis, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;Holders; and
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Holders in form and substance, as the Collateral Agent any Holders may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral New Borrower hereby agrees that the following documents shall be delivered to the Administrative Agent shall have received on concurrently or before substantially contemporaneously with this Joinder Agreement:
(a) upon request of a Lender, original allonges to the Notes (the “Note Allonges”) executed by the New Borrower, who thereby agrees to be bound thereby as if it had been a signatory to each such Note as of the Effective Date Date.
(b) upon request of the followingAdministrative Agent, a favorable opinion of [NEW BORROWER’S COUNSEL] addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Collateral Agent andAdministrative Agent;
(c) copies, unless indicated otherwisecertified by a duly authorized officer of the New Borrower to be true and complete as of the date hereof, dated the Effective Date:
of each of (i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all certificate of incorporation (or equivalent company document) of the Equity InterestsNew Borrower as in effect on the date hereof, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with the by-laws (Aor equivalent company document) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral AgentNew Borrower as in effect on the date hereof, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed corporate or equivalent company action taken by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, New Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Joinder Agreement, the other documents to be delivered by such Person executed in connection herewith and therewiththe New Borrower’s performance of all of the transactions contemplated hereby and thereby, and (iv) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the New Borrower’s name and on its behalf, each of this Joinder Agreement, the Allonges and the other Loan Documents, any Loan Notice and any Letter or Credit Application, and to give notices and to take other action on its behalf under the Loan Documents;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xd) a certificate of the appropriate official(s) Secretary of State of the jurisdiction in which such New Borrower is organized of organization anda recent date as to the New Borrower’s good standing and valid existence and evidence that the New Borrower is 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 such that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xie) a true and complete copy upon request of the charterAdministrative Agent, certificate of formation, certificate of limited partnership or lien search report showing no Liens other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionPermitted Liens;
(xiif) a copy UCC-1 financing statements and other documents and instruments necessary to perfect the Administrative Agent’s security interest for the benefit of the Governing Documents of each Loan Party, together with all amendments thereto, certified Secured Parties in the Collateral as of required under the Effective Date by an Authorized Officer of such Loan PartyCredit Agreement and Security Documents;
(xiiig) an opinion of Xxxxx Lovells, counsel supplements to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory any applicable Security Documents in form and substance reasonably satisfactory to the Collateral Administrative Agent;
(xxh) evidence [ ] sets of the insurance coverage required by Section 7.01 original signature pages of this Joinder Agreement and the terms of each supplements to the applicable Security Documents;
(i) a completed Perfection Certificate executed by New Borrower in the form prescribed by the Security Agreement and attached as Exhibit H to the Credit Agreement; and
(j) such other insurance coverage documents as the Administrative Agent may reasonably request. This Joinder Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. Very truly yours, By: Name: Title: Address for purposes of §10.02 of the Credit Agreement: [Address] Accepted and Agreed: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: The undersigned, [ ], solely in his/her capacity as [ ] of the entity on whose behalf he/she is undersigned (in each respective case, the “Company”), and solely with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, Company for which he/she is undersigned in each case, where reasonably requested by the Collateral hereby certifies to Bank of America, N.A., as Administrative Agent, with such endorsements as and to the named insureds or loss payees thereunder Lenders, in connection with that certain Credit Agreement, dated as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as date hereof, that the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as following is true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.all material respects.19
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each applicable Loan Party;
(ii) a Pledge Agreement, duly executed by each applicable Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party's subsidiaries and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiii) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(iv) each guaranty, security agreement, pledge agreement and each other document listed on Schedule 1.01(D), duly executed by each applicable Loan Party;
(v) a Mortgage duly executed by the applicable Loan Party, with respect to the Facility located in Muskogee, Oklahoma;
(vi) [intentionally omitted];
(vii) a commitment for the Title Insurance Policy with respect to the Mortgage securing the Facility located in Muskogee, Oklahoma, dated as of the Effective Date;
(viii) a UCC Filing Authorization Letter, duly executed by each applicable Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement, each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens (other than Permitted Liens);
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as to the subsistence in good standing of such Loan Party in such states, which certificates shall be certified as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsDate;
(xixiii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational organized number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) (A) an opinion of Xxxxx LovellsXxxxxxxx & Xxxxxxxx LLC and Xxxxxxx Xxxxxx, Esq., counsel to the Loan Parties, substantially in the form of Exhibits F-1 and F-2 and as to such other matters as the Agent may reasonably request and (B) opinions of United Kingdom, Dutch, German and Canadian counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii6.01(d) hereof, certified as of the Effective Date as complying with the representations true and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxviii) evidence of the insurance coverage required by Section 7.01 7.01(e) and the terms of each Security Agreement and the Mortgage securing the Facility located in Muskogee, Oklahoma and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Axix) a termination landlord waiver, in form and release agreement or deed of release (as applicable) substance satisfactory to the Agent, with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collaterallisted on Schedule 5.01(d)(xix);
(xxiixx) a collateral access agreement, in form and substance satisfactory to the Agent, with respect to each property listed on Schedule 5.01(d)(xx);
(xxi) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its material obligations under such agreements;
(xxii) a termination and release agreement with respect to the Existing Credit Facility and all related documents, duly executed by the Loan Parties and the Existing Agent, together with a satisfaction of mortgage for each mortgage filed by the Existing Agent on the applicable Facility and UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Agent and covering any portion of the Collateral;
(xxiii) the Fee Letter, duly executed by each Borrower;
(xxiv) the Contribution Agreement, duly executed by each Loan Party;
(xxv) the Intercreditor Agreement, duly executed by the Agent, the Revolving Credit Agent and the Borrowers;
(xxvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Second Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Second Amendment Effective Date:
(i) counterparts of this Amendment, duly executed by the Borrowers and the Lenders;
(ii) the New Notes, duly executed by each of the Borrowers;
(A) a Security Agreement, together with, in the form of Exhibit C-1 to the extent applicableFinancing Agreement, duly executed by each of the Additional Borrower, and (B) a Security Agreement, in the form of Exhibit C-2 to the Financing Agreement, duly executed by each of the XOXO Subsidiaries;
(iv) a Pledge Agreement, in the form of Exhibit D to the Financing Agreement, duly executed by each of the Additional Borrowers, together with the original stock certificates representing all of the Equity Interests, common stock of the Subsidiaries of each of the Additional Borrowers and all inter-company promissory notes required of the Borrowers issued to be pledged thereundereach of the Additional Borrowers, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiv) an amendment to each of the Pledge Agreements and Security Agreement, delivered on the Effective Date, in substantially the forms of Annexes IV and V hereto, duly executed by each of the Loan Parties a UCC Filing Authorization Letterparty thereto;
(vi) the Joinder Agreement, duly executed by each of the Additional Borrowers and the other parties thereto (together with the documents delivered pursuant to clauses (Ai), (ii), (iii), (iv) and (v) above collectively, the "Amendment Documents");
(vii) appropriate financing statements on Form UCC-1, duly executed by each of the Additional Borrowers and each XOXO Subsidiary, and duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable (including, without limitation, at the United States Patent and Trademark Office) to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory the Factoring Agreements to the Collateral Agent of the filing of which such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePersons are a party;
(iiiviii) certified copies of request requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in of the offices referred to in paragraph (ii) aboveAdditional Borrowers or any of the XOXO Subsidiaries, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) Collateral, and the results of searches for any tax Lien and judgment Lien Liens filed against such Person or its any of the Additional Borrowers and the XOXO Subsidiaries and their property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivix) evidence of the Collateral Assignment, duly executed insurance coverage required by the Buyerterms of Section 7.01(h) of the Financing Agreement and the other Loan Documents with respect to each of the Additional Borrowers and the XOXO Subsidiaries naming the Agent an additional insured or loss payee thereunder as specified by the Agent;
(vx) a certificate of the Intercompany Subordination Agreementchief executive officer or the chief financial officer of the Parent, duly certifying that attached thereto are complete and correct copies of the Merger Agreement and the other material agreements executed in connection with the Transactions and all other agreements, instruments and other documents executed and delivered in connection therewith as requested by the Agent, in each Loan Partycase in form and substance satisfactory to the Agent;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixi) a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer authorized officer thereof, authorizing (A) the borrowings hereunder execution of each Amendment Document to which such Person is a party and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partythereby, and (B) the execution, delivery and performance by each such Loan Party Person of each Loan Document Amendment Documents to which such Loan Party Person is or will be a party party, and the execution and delivery performance of the other documents to be delivered by such Person in connection herewith and therewithFinancing Agreement, as amended;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxii) a certificate of an Authorized Officer authorized officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party Person authorized to sign each Loan Amendment Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxiii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than Party, dated within 30 days prior to of the Second Amendment Effective Date Date, certifying as to the subsistence in and good standing of, and the payment of taxes by, such Loan Party Person in such jurisdictionsstates;
(xixiv) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document charter of each Loan Party Party, certified as of a recent date not more than 30 days prior to the Second Amendment Effective Date by an appropriate official of the jurisdiction state of organization of each such Person (or in the case of a Loan Party which shall set forth that existed on the same complete name effective date of the Financing Agreement, a certificate confirming that such Loan Party as is set forth herein charter has not been amended or otherwise modified since it was delivered to the Agent and the organizational number Lenders on the effective date of such Loan Partythe Financing Agreement and that the copy thereof previously delivered to the Agent is true, if an organizational number is issued in such jurisdictioncorrect and complete as of the Second Amendment Effective Date);
(xiixv) a copy of the Governing Documents by-laws of each Loan PartyParty , together with all amendments thereto, certified as of the Second Amendment Effective Date by an Authorized Officer authorized officer of each such Loan Party;
Person (xiii) an opinion or in the case of Xxxxx Lovellsa Borrower that existed on the effective date of the Financing Agreement, counsel a certificate confirming that such by-laws have not been amended or otherwise modified since it was delivered to the Loan PartiesAgent and the Lenders on the effective date of the Financing Agreement and that the copy thereof previously delivered to the Agent is true, correct and complete as to such customary matters as of the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].Second Amendment Effective Date);
(xvi) [Intentionally Omitted].an opinion of (a) Xxxxxxx Xxxxxx & Xxxxx LLP, New York counsel to the Borrowers, and (b) Xxxxxx & Schiff, LLP, California counsel to the Borrowers, in each case as to such matters as the Agent may reasonably request;
(xvii) a certificate of an Authorized Officer the chief executive officer or the chief financial officer of each Loan Partythe Company, certifying as to the matters set forth in subsection (a) of this Section 5.01(b)27;
(xviii) (A) projections of the Borrowers (reflecting on a pro-forma basis the consummation of the Transactions), in form and substance satisfactory to the Lenders, including monthly profit and loss statements, balance sheets and cash flow projections, for the Fiscal Year ending December 31, 1999 and for each Fiscal Year thereafter through and including the Fiscal Year ending as of December 31, 2002, (B) a copy of (A) the Financial Statements financial statements of XOXO and its Subsidiaries for the fiscal quarter ended April 30, 1999, and (BC) the financial projections described in Section 6.01(g)(ii) hereof, certified as a copy of the Effective Date as complying audited financial statements of Lola, Inc. and its Subsidiaries for the fiscal year ended January 31, 1999, together with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as the Company setting forth all existing Indebtedness, including guarantees, pending or, to the solvency best of the Borrowers Company's and XOXO's knowledge, threatened litigation or claims and other contingent liabilities of XOXO and its Subsidiaries not shown on such financial statements;
(taken as xix) a whole)breakdown of Inventory by XOXO and each of its Subsidiaries and by location in the form specified in Section 7.01(a)(v)(B) of the Financing Agreement, which certificate shall be reasonably satisfactory in form and substance to dated within 15 days of the Collateral AgentSecond Amendment Effective Date, certified by the chief financial officer of the Company;
(xx) evidence the factoring agreement between XOXO and the Factor dated the date hereof and all related documents duly executed by the XOXO and the Factor, certified by the chief financial officer of the insurance coverage required by Section 7.01 Company as a true and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestcorrect copy hereof;
(xxi) evidence of landlord waivers in form and substance satisfactory to the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) Agent with respect to each the parcel of the Existing Credit Facilities and all related documentsproperty leased by XOXO at 6000 Xxxxxx Street, duly executed by the applicable Loan Parties and the Existing Lendersin Commerce, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralCalifornia;
(xxii) copies a Borrowing Base Certificate current as of the Acquisition Documents and, Business Day prior to the extent requested by the Collateral Agent, Second Amendment Effective Date;
(xxiii) copy of each of the other Material Contracts License Agreements to which any of the Additional Borrowers or any of its Subsidiaries is a party as in effect on the Second Amendment Effective DateDate and each other trademark license agreement pursuant to which any of the Additional Borrowers or any of its Subsidiaries is a party, certified as a true and correct copies copy thereof by an Authorized Officer the chief financial officer of the Administrative Borrower, Company together with a certificate of an Authorized Officer of the Administrative Borrower stating certification that such license agreements remain in full force and effect and that none neither of the Loan Parties Additional Borrowers nor any of their Subsidiaries has breached or defaulted in any of its the obligations under any such license agreements;
(xxiiixxiv) a copy of the most recent annual report (Form 5500 Series) for each Employee Plan of XOXO and its Subsidiaries, if any, including Annex VI attached thereto;
(xxv) a termination agreement duly executed by Capital Factors, Inc. and XOXO and its Subsidiaries, together with UCC termination statements and other documentation evidencing the termination by Capital Factors, Inc. of its Liens in and to the properties and assets of XOXO and its Subsidiaries; and
(xxvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;; 120535197v14
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens (other than Permitted Liens);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyAcquisition Collateral Assignment;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoDisbursement Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificate, duly executed by the parties theretoIntercreditor Agreement;
(ix) each of the Equity Documents;
(x) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Parent, the Warrants, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixi) a certificate of the chief financial officer of the Parent (A) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(ii)(ii) and (B) certifying that immediately after giving effect to all Loans to be made on the Effective Date, (1) Liquidity is not less than $15,000,000 and (2) the Total Leverage Ratio of the Ultimate ParentParent and its Subsidiaries as of the end of the 4 Fiscal Quarter period of the Parent and its Subsidiaries ending on September 30, 2018, was not greater than 4.20 to 1.00;
(xixxii) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to that the solvency of the Borrowers Loan Parties (taken as a whole), which certificate shall be reasonably satisfactory in form whole and substance after giving effect to the Collateral AgentLoans made on the Effective Date) are Solvent; 120535197v14
(xiii) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of (1) the principal Acquisition Documents, (2) the principal Revolving Loan Documents and (3) the other Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxxiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xv) an opinion of Pxxxxxx Coie LLP, special New York and California counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request, including, without limitation, the Warrants;
(xvi) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement Document and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesTarget Indebtedness, together with with, as applicable, (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities any Target Indebtedness and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Lenders on each Facility, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixviii) copies of the Acquisition Documents and, evidence satisfactory to the extent requested Agents that a Process Agent has been properly appointed by the Collateral Agent, of the other Material Contracts as each Foreign Loan Party in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together accordance with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;Section 12.10(b); and
(xxiiixix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (SMTC Corp)
Delivery of Documents. The Collateral Agent Seller shall have received on deliver the following documents, agreements and supporting papers to Buyer at the Closing, and the delivery of each shall be a condition to Buyer’s performance of its obligations to be performed at the Closing:
(a) an executed Xxxx of Sale, substantially in the form of Exhibit 2.5(a) hereto;
(b) a counterpart of the Assignment and Assumption Agreement relating to Contracts, substantially in the form of Exhibit 2.5(b) hereto executed by Seller;
(c) Lease Assignment and Assumption, substantially in the form of Exhibit 2.5(c) hereto, duly executed by all parties;
(d) a counterpart of the Escrow Agreement, substantially in the form of Exhibit 3.5 hereto executed by Seller and Xxxxxx;
(e) executed counterparts of the Assignment of Trademarks in substantially the form of Exhibit 9.5(e) hereto covering each of the trademarks described in Schedule 2.1(d), in due form for recordation with the appropriate Governmental Body;
(f) the originals (to the extent available) or before copies of those Contracts referred to in Section 5.12 and those Permits referred to in Section 2.1(e);
(g) if applicable, executed nonforeign certificates in accordance with Section 1445 of the Effective Date Code and the following, each regulations issued thereunder;
(h) any and all certificates of title relating to Personal Property included within the Assets;
(i) evidence in form and substance reasonably satisfactory to Buyer of payment of (1) the Collateral Agent andDebt Repayment Amount, unless indicated otherwise, dated (2) the Effective Date:
(i) a Security Agreement, together with, amount required to pay in full and otherwise discharge all obligations of Seller under any Equipment Leases other than Equipment Leases with respect to office equipment and vehicles incurred in the extent applicable, the original stock certificates representing all ordinary course of business of the Equity InterestsBusiness and (3) the amount, and all promissory notes if any, required to be pledged thereunderpay any finder’s or broker’s fee pursuant to Section 5.26 hereof, accompanied by undated stock powers executed including payoff letters and releases in blank and other proper instruments of transferconnection with such amounts;
(iij) a UCC Filing Authorization Letter, together with written Consents and Approvals to assignment (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance reasonably satisfactory to the Collateral AgentBuyer) of those Contracts for which such consents are required as provided in Schedule 5.5 and obtainable as provided in Section 8.2;
(xxk) evidence updated Schedule 5.16 dated as of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestClosing Date;
(xxil) evidence counterparts of (1) a lease signed by Van Nuys Airport Building 5 LLC for the premises located at Building 5, 0000 Xxxxxxx Xxxxxxxx Xxxxxxx, Xxx Xxxx, Xxxxxxxxxx (the “Van Nuys Lease”), (2) a lease signed by Van Nuys Airport Building 5 LLC for the premises located at 0000 Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx (the “Arlington Heights Lease”), and (3) a lease signed by Xxxxxx for the premises located at 7170 West Oakland, Chandler, Arizona (the “Chandler Lease”), each of which such leases shall be on terms as outlined in the attached Schedule 9.5(l) (the “Lease Term Sheet”) and otherwise in a form similar to Seller’s current leases for such premises that is mutually acceptable to both Buyer and Seller;
(m) a counterpart of the payment Transition Services Agreement in full substantially the form of all Indebtedness under the Existing Credit Facilities, together with (AExhibit 9.5(m) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly hereto executed by the applicable Loan Parties and Seller
(n) the Existing Lenders, Seller Estimated NWC Pursuant to Section 3.2(b); -43-
(Bo) a termination the Schedule of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property Seller’s suppliers pursuant to Section 5.28 hereof dated as of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralClosing Date;
(xxiip) copies the Warehouse Inventory Letter in substantially the form of Exhibit 9.5(p) hereto executed by Seller and Xxxxxx; and
(q) a counterpart of the Acquisition Documents and, to Voting Agreement in substantially the extent requested form of Exhibit 9.5(q) hereto executed by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.Xxxxxx
Appears in 1 contract
Samples: Asset Purchase Agreement
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the followingSufficient Copies, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated of the Effective Datefollowing:
(i) a Security Agreement, together with, to this Agreement duly executed by all the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement Document and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, Documents duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by all the parties thereto;
(ixiii) timely notice as may be required by any term of this Agreement in connection with any action to be taken thereunder;
(iv) a certificate of an Authorized Officer Certificate of each Loan PartyObligor dated the Closing Date certifying:
(A) that its constating documents and the by-laws, certifying which shall be attached thereto, are complete and correct copies and are in full force and effect;
(B) all resolutions and all other authorizations necessary to authorize the names execution and true signatures delivery of and the representatives performance by it of such Loan Party authorized to sign each Loan Document its obligations under this Agreement, the Security Documents and the other Documents to which such Loan Party it is or will be a party and all the other documents transactions contemplated thereby; and
(C) all representations and warranties contained in this Agreement are true and correct as if made on the date of the Certificate;
(v) opinions of applicable Canadian, Mexican and United States counsel to be the Obligors, addressed to the Agent and each Lender and counsel to the Agent with respect to, inter alia, due authorization, execution, delivery and enforceability of the Documents executed by the Obligors;
(vi) a current borrowing base certificate in respect of Facility A in the form attached hereto as Schedule W-1 (the “Facility A Borrowing Base Certificate”) from SunOpta showing the computation of the Facility A Borrowing Base, and delivered by such Loan Party a current borrowing base certificate in connection herewith and therewithrespect of Facility B in the form attached hereto as Schedule W-2 (the “Facility B Borrowing Base Certificate”) from SunOpta Food Group showing the computation of the Facility B Borrowing Base, together with evidence all documents and information required in order to calculate the Facility C Borrowing Base and the Facility D Borrowing Base, in each case in reasonable detail as of the incumbency close of business not earlier than three Business Days prior to the making of the initial Advance hereunder;
(vii) duly executed certificate(s) of insurance evidencing the insurance required under this Agreement and endorsements of those policies each showing loss payable to the Agent;
(viii) such authorized officersother documents as the Agent may reasonably request including (A) the documents listed in Section 7.1 hereof, and (B) standard documentation used by the L/directors/representativesC Lender in connection with the issuance of Letters of Credit and Letters of Guarantee, prior to any Advance by way of any such method;
(ix) duly completed environmental checklists in the Agent's standard form, or if available or otherwise required by the Agent or the Lenders further to their respective review of the information disclosed in the environmental checklists, Phase I environmental reports in respect of real property owned by the Obligors;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectavailable, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior Collateral Access Agreements satisfactory to the Effective Date as to Agent in respect of real property leased and/or utilized by any Obligor where material amounts of Inventory or other relevant property of the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsObligors are located;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior documentation satisfactory to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Agent and the organizational number Lenders in connection with the repayment of such Loan Party, if an organizational number is issued in such jurisdiction;Facility C under the Original Agreement; and
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably if so requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably title insurance satisfactory to the Collateral Lenders in favour of the Agent in form and substance, as respect of each relevant property owned by an Obligor over which an encumbrance has been or will be provided in favour of the Collateral Agent may reasonably requestAgent.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lender and, unless indicated otherwise, dated the Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment, together with, to duly executed by Borrowers and the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLender;
(ii) evidence of payment in full of the promissory note, dated as of February 9, 2004, made by Buffalo Hauling Corp., a UCC Filing Authorization LetterNew York corporation, in favor of Buffalo Fuel Corp., a New York corporation, in the original principal amount of $1,060,000, together with (A) appropriate financing statements on Form UCC-1all such additional instruments and other writings necessary to effect or evidence the release of any liens, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent or other charges or encumbrances in favor of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageBuffalo Fuel Corp.;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan PartyBorrower, certified as of the Amendment Effective Date by an Authorized Officer authorized officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Borrower is or will be a party, party and (B) the execution, delivery and performance by such Borrower of this Amendment and the other Loan Party of each Loan Document Documents to be executed and delivered pursuant hereto to which such Loan Party Borrower is or will be a party party, and the execution and delivery performance of the other documents to be delivered by such Person in connection herewith and therewithLoan Agreement, as amended;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of an Authorized Officer authorized officer of each Loan Party, Borrower certifying the names and true signatures of the representatives of such Loan Party Borrower authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered by such Loan Party Borrower in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xv) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party Borrower certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in and good standing of, and the payment of taxes by, such Loan Party Borrower in such jurisdictionsstates;
(xivi) a true and complete copy certificates of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document an authorized officer of each Loan Party certified as of Borrower certifying either that (A) attached thereto is a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a correct copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and Borrower or (B) the financial projections described Governing Documents of such Borrower previously delivered to Lender in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying connection with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations closing of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as Agreement remain true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain and in full force and effect and that none without amendment as of the Loan Parties has breached or defaulted in any of its obligations under such agreementsAmendment Effective Date;
(xxiiivii) an opinion of Xxxxxx X. Xxxxxx, Esq. General Counsel to the Borrowers, as to such matters as Lender may reasonably request; and
(viii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent following shall have received on or before the Effective Date the followingbeen delivered to FINOVA, each duly authorized and executed, where applicable, and in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateFINOVA:
(ia) a Security Agreement, together with, Leasehold Mortgage encumbering the Lease(s) of the designated Store(s) and any amendments to the extent applicableLoan Instruments and any security agreements, the original stock certificates representing all of the Equity Interestssecurity instruments, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank UCC Financing Statements and other proper instruments of transferagreements reasonably required by FINOVA to grant to FINOVA a perfected first Lien, subject in priority only to Permitted Prior Liens, on each Tranche E Store;
(iib) good standing certificates for Borrower from each State in which the Tranche E Stores are located, each dated a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory recent date prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageapplicable Funding Date;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xc) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification secretary of each Loan Party Obligor, certifying as to FINOVA that the articles of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, incorporation and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization -laws of such Loan Party which shall set forth Obligor have not been amended since the same complete name of date such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) Obligor most recently delivered a copy of the Governing Documents such articles of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel incorporation and by-laws to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]FINOVA.
(xvd) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate certified copies or executed originals of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by following:
(1) the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property Franchise Agreements for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, Tranche E Stores not previously delivered to the extent requested by the Collateral Agent, of the other Material Contracts FINOVA as in effect on the Effective applicable Funding Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii2) the Collateral Store Leases for each of the Tranche E Stores not previously delivered to FINOVA as in effect on the applicable Funding Date;
(3) the certificate of occupancy for each of the Tranche E Stores not previously delivered to FINOVA as in effect on the applicable Funding Date, to the extent available, or other evidence that each such Tranche E Store is operating in compliance with applicable law; and
(e) a Landlord's Waiver from the Landlord under each Lease of the Tranche E Stores; and
(f) such other customary agreements, instruments, opinions and other documents, each certificates, consents, waivers and opinions as FINOVA reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Ich Corp /De/)
Delivery of Documents. The Collateral Agent shall have received on or before At Completion, the Effective Date the following, each in form and substance reasonably satisfactory Seller must deliver to the Collateral Agent andBuyer:
(a) original share certificates for the Shares, unless indicated Company Subsidiary Shares and Investment Company Shares (excluding the Uncertificated Shares);
(b) duly completed instruments of transfer and sold notes in respect of the Shares to the Buyer (and the Buyer's nominee) executed by the Seller (and the Seller's nominee);
(c) in respect of the Company Subsidiary Shares which are registered in the names of Nominee Holders, duly completed instruments of transfer and sold notes;
(d) duly executed releases of all guarantees that have been obtained in accordance with clause 10;
(e) the original certificates of incorporation or registration of each member of the Company Group;
(f) all original documents of title in relation to the Intellectual Property Rights;
(g) the written resignations of all directors and the secretary of each member of the Company Group (including a written acknowledgment that he or she has no Claim against the Company for loss of office, breach of contract, redundancy, compensation, payment or repayment of loans or otherwise, dated except for payments properly payable as an employee for accrued salary, holiday pay and long service leave up to the Effective Completion Date:) except Xxxxxx Xxxxxx Nurse, Xxxxxxx Xxxx Ing Xxxx, Xxxxx Man Xxxx Xxxx, Xxxxxxx Xxxxx Xxxxxxx and Secreco Limited, to be effective on the appointment of the directors to be appointed at the Board meetings to be convened under clause 4.3;
(h) any power of attorney or other authority under which the transfers of the Shares are executed;
(i) a Security Agreementduly executed deed of consent between Alwero Holdings (HK) Ltd, together with, to the extent applicable, the original stock certificates representing all Pacific Brands Marketing (Hong Kong) Limited and Pacific Dunlop Brands (Asia) Limited (in a form agreed between those parties) in respect of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed shares in blank and other proper instruments of transferPacific Brands Marketing (Hong Kong) Limited;
(iij) a UCC Filing Authorization Letterall Records, together with which must be complete and up to date (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in by constructive delivery at the opinion premises of each member of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;Company Group); and
(iiik) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by instruments of change of name for the Buyer;
Company and Pacific Dunlop Brands (vAsia) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Limited.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Share Sale Agreement (Ansell LTD)
Delivery of Documents. The Collateral Agent Purchaser shall have received on or before the Effective Date the --------------------- following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security this Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the BuyerCompany;
(vb) the Intercompany Subordination Agreement, Registration Agreement and the Stockholders' Agreement duly executed by each Loan Partyall parties thereto, other than the Purchaser;
(vic) certificates representing the Flow shares of Funds Agreement, duly executed by each party; theretoCommon Stock and certificates representing Warrants to be acquired hereunder;
(viid) a copy copies of resolutions of the resolutions Board of each Loan PartyDirectors of the Company, certified as of the Effective Date by an Authorized Officer thereofSignatory of the Company, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) approving the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Agreement, and the execution and delivery of the all other documents and instruments to be delivered by such Person in connection herewith the Company pursuant hereto and therewiththereto; establishing the authorized size of the Board of Directors of the Company after the Closing at six (6) members; accepting the resignations of Xxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxx as members of the Board of Directors effective as of the Closing; appointing Xxxxx Xxxxxxxxxxxxxxxxx and Xxxxx Xxxx to the Board of Directors, effective as of the Closing, to fill two vacancies created by the above-referenced actions; and the calling of a meeting of Shareholders as required by Section 7.1 hereof;
(viiie) a Perfection Certificate, duly executed copy of the Bylaws of the Company certified by an Authorized Signatory of the parties theretoCompany;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xif) a true and complete copy of each and any agreements or arrangements of any kind among the chartershareholders of the Company, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior otherwise with respect to the Effective Date by an appropriate official ownership of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionCompany;
(xiig) a copy good standing certificates for the Company, issued by the Secretary of the Governing Documents State of each Loan Party, together with all amendments thereto, certified state in which each such corporation is incorporated or qualified to do business as of the Effective Date by an Authorized Officer of such Loan Partya foreign corporation;
(xiiih) an a favorable opinion of Xxxxx LovellsBlank Rome Xxxxxx Xxxxxxxxxx LLP, counsel for the Company, dated the Closing Date substantially in the form of Annex 6.4 --------- (h) attached hereto; ---
(i) a certificate representing the shares of Common Stock and a certificate representing the Warrants to be purchased by the Loan Parties, as to such customary matters as the Agents may reasonably requestPurchaser;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviij) a certificate of an incumbency with respect to each Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b)Signatory;
(xviiik) a copy copies of (A) releases of liens under the Financial Statements Note, the Security Agreement and (B) Trademark Security Agreement in form reasonably satisfactory to the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentPurchaser;
(xixl) a certificate copies of the chief financial officer waivers of Funko Holdings certifying as anti-dilution rights by securityholders in form reasonably satisfactory to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentPurchaser;
(xxm) evidence irrevocable proxies, in the form of Exhibit B to the --------- Stockholders' Agreement, executed in favor of the insurance coverage required Purchaser by Section 7.01 and each of the terms persons named in Exhibit A to the Stockholders' Agreement. ---------
(n) copies of the Current Report on Form 8-K by the Company, to be filed with the Commission following the Closing, in form reasonably satisfactory to the Purchaser;
(o) written resignations of each Security Agreement of Xxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxx as members of the Board of Directors of the Company; and
(p) such additional certificates, supporting documentation and other insurance coverage information with respect to the business and operations of the Loan Parties transactions contemplated hereby as the Collateral Agent may reasonably requestPurchaser or its special counsel, in each caseXxxxxx & Whitney LLP, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Telehublink Corp)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security counterparts to this Agreement, together with, to duly executed by each of the extent applicableBorrowers, the original stock certificates representing all of Guarantors, the Equity Interests, Agents and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferthe Lenders;
(ii) a UCC Filing Authorization Letterthe Amendatory Agreement, together with duly executed by the Collateral Agent, each Borrower and Guarantor;
(Aiii) the Contribution Agreement, duly executed by each of the Borrowers;
(iv) appropriate financing statements on Form UCC-1UCC-1 and amendments on Form UCC-3, duly executed by each Loan Party and duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect perfect, or to continue the perfection of, the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent and except for such financing statements for which executed termination statements on Form UCC-3 have been delivered to the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Partyother than Permitted Liens;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates, together with confirmation by telephone or telegram (where available) on the Effective Date from such official(s) as to such matters;
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiix) a certificate of an Authorized Officer of each Loan Party, certified as of the Effective Date, certifying as to the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party;
(xi) an opinion of Xxxxx LovellsXxxxxxx XxXxxxxxx LLP, counsel to the Loan Parties, substantially in the form of Exhibit E and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixiii) a copy certificate of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowings, and all other notices under this Agreement and the other Loan Documents;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixiv) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective DateReceivable Purchase Documents, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerParent, together with a certificate of an Authorized Officer of the Administrative Borrower Parent stating that such agreements remain in full force and effect and that none of the Loan Parties has Parent and its Subsidiaries have not breached or defaulted in any of its their obligations under such agreements;; and
(xxiiixv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (High Voltage Engineering Corp)
Delivery of Documents. The Collateral Agent Borrower shall have received on or before executed (where necessary) and delivered the Effective Date the following, each in form and substance reasonably satisfactory following documents to the Collateral Agent andAgent, unless indicated otherwise, dated together with sufficient copies for each of the Effective DateLenders:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all Copies of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments articles or certificate of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion incorporation of each of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement Borrower and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan PartyUST, together with all amendments thereto, certified as and a certificate of good standing for each of the Effective Date Borrower and UST, each certified by an Authorized Officer the appropriate governmental officer in its jurisdiction of such Loan Party;
(xiii) an opinion incorporation, and copies of Xxxxx Lovells, counsel to a certificate of good standing issued by the Loan Parties, as to such customary matters as appropriate governmental officer in each other jurisdiction in which the Agents may reasonably request;
(xiv) [Intentionally Omitted]Borrower and/or UST has any offices or conducts any significant business operations.
(xvii) [Intentionally Omitted].;
(xvi) [Intentionally Omitted]Copies of the bylaws of each of the Borrower and UST, each certified by its Secretary or Assistant Secretary.
(xviiiii) a certificate Copies of an Authorized Officer the resolutions or other actions of the Board of Directors or other governing body of each the Borrower and UST, authorizing the execution of the Loan Party, certifying as Documents to the matters set forth in Section 5.01(b);which it is a party.
(xviiiiv) a copy of (A) An incumbency certificate, executed by the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as Secretary or Assistant Secretary of the Effective Date as complying with Borrower, which shall identify by name and title and bear the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer signatures of the Ultimate Parent;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 and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower, and an incumbency certificate, executed by the Secretary or Assistant Secretary of UST, which shall identify by name and title and bear the signatures of the officers of the UST authorized to sign the Loan Documents to which UST is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by UST.
(xixv) a certificate of A certificate, signed by the chief financial officer of Funko Holdings certifying as the Borrower, stating that, to the solvency best of such officer's knowledge, after diligent inquiry, on or as of the Borrowers (taken as a whole)Effective Date, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination no Default or Unmatured Default has occurred and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lendersis continuing, (B) a termination the representations and warranties continued in Article V of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent this Agreement are true and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Partiescorrect, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;Borrower has experienced no material adverse change in its consolidated financial position since July 31, 2001.
(xxiivi) copies A written opinion of the Acquisition Documents and, counsel to the extent requested by Borrower and UST, addressed to the Collateral AgentAgent and the Lenders, in substantially the form of Exhibit "A."
(vii) Written money transfer instructions, in substantially the other Material Contracts as in effect on form of Exhibit "E," addressed to the Effective Date, certified as true Agent and correct copies thereof signed by an Authorized Officer of the Administrative BorrowerOfficer, together with a certificate of an Authorized Officer of such other related money transfer authorizations as the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;Agent may have reasonably requested.
(xxiiiviii) such The insurance certificate described in Section 5.21.
(ix) A Borrowing Base Certificate prepared as of date not earlier than September 30, 2001.
(x) Such other customary agreements, instruments, opinions and other documents, each documents as any Lender or its counsel may have reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequested.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Closing Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective DateClosing Date and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage[reserved];
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensa Perfection Certificate;
(iv) the Collateral Assignment, duly executed by the BuyerAgent Fee Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) including a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a reasonably recent date not more than 30 days prior to the Effective Closing Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including Notices of Borrowing, and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Partyauthorized officers;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixvii) a certificate of the chief financial officer of Funko Holdings Holdings, certifying as to the solvency of the Borrowers (Borrower and its Subsidiaries taken as a whole), which certificate shall be reasonably satisfactory in form and substance whole (after giving effect to the Collateral AgentTerm Loans and the other transactions to be consummated on the Closing Date) (or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing);
(xxviii) evidence a duly executed Notice of Borrowing;
(ix) to the extent that the concept is applicable in the relevant jurisdiction, a certificate of the insurance coverage required by Section 7.01 and appropriate official(s) of the terms jurisdiction of each Security Agreement and such other insurance coverage with respect organization certifying as of a reasonably recent date prior to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements Closing Date as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that subsistence in good standing of such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each Loan Party in such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestjurisdictions;
(xxix) evidence an opinion of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect Cravath, Swaine & Xxxxx LLP, New York counsel to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CB) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion legal opinion of the Collateral;
(xxii) copies of the Acquisition Documents andlocal counsel in each jurisdiction in which a Loan Party is organized, to the extent such Loan Party is not covered by the opinion referenced in clause (A) above, as may be reasonably requested by the Collateral Administrative Agent, of in each case as to such matters regarding the other Material Contracts Loan Parties, this Agreement (including the Guaranty) and the Term Loans as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request, and the Loan Parties hereby request such opinions;
(xi) evidence of the consummation of the Payoff simultaneously or substantially concurrently with the funding of the Term Loans; and
(xii) (A) a termination in respect of the Existing Notes Intercreditor Agreement and (B) the Notes Junior Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Gannett Co., Inc.)
Delivery of Documents. The Collateral Agent shall have received on On or before the Effective Closing Date (as applicable), the following, each in form Buyer and substance reasonably satisfactory the Seller shall execute and/or deliver to the Collateral Agent andother party the following documents, unless indicated otherwiseinstruments and agreements, dated together with such other documents, instruments and agreements as the Effective Dateother party (or its counsel) may reasonably request to consummate the purchase and sale contemplated hereby:
7.1. By the Buyer to the Seller:
(ia) a Security Agreementimmediately available funds in the amount required in Section 2.4(b) hereof, together with, pursuant to written instructions delivered by the extent applicable, Seller; and
(b) the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed “Buyer Certificate” (as that term is defined in blank and other proper instruments of transferSection 8.1 hereof);
(iic) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion merger letter received from the OCC providing for the consummation of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;Merger; and
(iiid) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any a resolution of the Collateral (other than Permitted Liens) and the results directors of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy Buyer approving of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party Merger and the execution and delivery of the other documents to be delivered by such Person in connection herewith this Agreement and therewith;
(viii) a Perfection Certificateall documents, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names instruments and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents agreements required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence the Seller pursuant to this Agreement.
7.2. By the Seller to the Buyer:
(a) certificates evidencing all of the incumbency Bank Shares being cancelled hereunder pursuant to the Merger, duly endorsed or otherwise accompanied by duly executed stock powers sufficient to transfer ownership of such authorized officers/directors/representativesthe said certificates and the shares of stock evidenced thereby to the Buyer;
(xb) a certificate resignations duly signed by such directors of the appropriate official(s) Bank as may be requested by the Buyer on or before the Closing Date and effective on the Closing Date, pursuant to which such directors resign from their positions as directors of the jurisdiction of organization and, except to Bank;
(c) the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying “Seller Certificate” (as of a recent date not more than 30 that term is defined in Section 9.1 hereof);
(d) at least three (3) days prior to the Effective Closing Date, a copy of the Determination Date as to Balance Sheet (agreed upon by the subsistence Buyer and Seller in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsaccordance with Section 2.5);
(xie) a true and complete copy evidence of the charter, certificate obtainment of formation, certificate Tail Coverage pursuant to Section 12.3 of limited partnership or other publicly filed organizational document of each Loan Party certified as this Agreement;
(f) evidence of a recent date not more than 30 release of that certain bank stock loan with Dairyland State Bank, secured by the Bank Shares;
(g) two (2) days prior to the Effective Date by Closing Date, an appropriate official updated set of Schedules to this Agreement only reflecting the addition of any new facts or circumstances requiring disclosure thereon which have arisen or occurred between the date hereof and the date that is two (2) days prior to the Closing Date; and
(h) certified copies of a resolution of the jurisdiction directors of organization Seller approving of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Merger and the organizational number execution and delivery of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security this Agreement and such other insurance coverage with respect all documents, instruments and agreements required to the business be executed and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested delivered by the Collateral Agent, with such endorsements as Seller pursuant to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestthis Agreement.
Appears in 1 contract
Delivery of Documents. The Administrative --------------------- Agent and the Collateral Agent shall have received on or before the Facility Effective Date the following, each in form and substance reasonably satisfactory to each of the Administrative Agent and the Collateral Agent and, unless indicated otherwise, dated on or as of the Facility Effective Date:
(i) a Security AgreementMortgage, together withduly executed by the applicable Loan Party, with respect to each Principal Property (including, without limitation, each Additional Principal Property, but excluding the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferKrummrich Property);
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage[intentionally omitted];
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral AssignmentFee Letter, duly executed by the BuyerBorrowers;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiiv) a copy of the resolutions of each Loan Party, certified as of the Facility Effective Date by a Secretary or an Authorized Officer Assistant Secretary thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixv) a certificate of a Secretary or an Authorized Officer Assistant Secretary of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xvi) to the extent required by the Collateral Agent, a certificate of the appropriate official(s) of the state or other applicable jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership states or other publicly filed organizational document of each Loan Party applicable jurisdiction and certified as of a recent date not more than 30 days prior to the Facility Effective Date, together, if requested by the Collateral Agent, with confirmation by telephone or telecopy (where available) on the Facility Effective Date by an appropriate official of the jurisdiction of organization of from such Loan Party which shall set forth the same complete name of official(s) as to such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionmatters;
(xiivii) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Facility Effective Date by a Secretary or an Authorized Officer Assistant Secretary of such Loan Party;
(xiiiviii) an opinion of Xxxxx LovellsXxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, as in form and substance satisfactory to such customary matters as the Agents may reasonably requestAdministrative Agent;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiix) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in clause (c) of this Section 5.01(b)6.01; ------------
(x) a certificate of a Secretary or an Assistant Secretary of the Administrative Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing and all other notices under this Agreement and the other Loan Documents;
(xviiixi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof7.01(g)(ii), certified as ------------------- of the Facility Effective Date as complying with the representations true and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;, which certification, in the case of the financial projections, shall certify that such projections have been prepared on a reasonable basis and in good faith and are based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers; and
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Administrative Agent in form and substance, as the Collateral Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (Solutia Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with (A) the original stock certificates representing all of the Equity InterestsCapital Stock of each Domestic Subsidiary and 65% of the voting equity and 100% of the non-voting equity of the Capital Stock of any Loan Party’s direct Foreign Subsidiary, and (B) all intercompany promissory notes required to be pledged thereunderof such Loan Parties, in each case accompanied by undated stock or note powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization the Fee Letter, together with duly executed by the Borrower;
(Aiii) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiiv) certified copies results of request for copies of information on Form UCC-11UCC searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the execution and delivery of the other documents to be delivered by such Person in connection herewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xvii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as Party, each dated within ten (10) days of a recent date not more than 30 days prior to the Effective Date or otherwise reasonably acceptable to the Collateral Agent, certifying as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xiviii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiiix) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiix) an opinion of Xxxxx LovellsWeil, Gotshal & Xxxxxx LLP counsel to the Loan Parties, as in form and substance reasonably satisfactory to such customary matters as the Agents may reasonably requestCollateral Agent and the Administrative Agent;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixi) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (a) of Section 5.01(b);
(xviii) a copy of (A) the Financial Statements 5.02 and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as to an accurate listing as of the Effective Date as complying of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with a description thereof (i.e., the representations bank or broker dealer at which such deposit or other account is maintained and warranties set forth in Section 6.01(g)(iithe account number and the purpose thereof);
(xii) by a certificate of an Authorized Officer of the Ultimate Parent, certifying that that the Parent and its Subsidiaries on a consolidated basis are Solvent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxiii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;Agreement; and
(xxixiv) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force Borrower, certifying the names and effect and that none true signatures of the persons that are authorized to provide Notices of Borrowing, Letter of Credit Applications and all other notices under this Agreement and the other Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestDocuments.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security counterparts to this Agreement, together withduly executed by the Borrower, to each Guarantor Company and the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLenders;
(ii) a UCC Filing Authorization Letteramended Revolving Credit Notes payable to the order of each Lender, together with in each case duly executed by the Borrower and delivered by the Borrower;
(Aiii) appropriate amended and restated Schedules to this Agreement and the other Loan Documents;
(iv) an amendment to the Security Agreement, duly executed by each Company;
(v) an amendment to the Contribution Agreement, duly executed by each Company;
(vi) UCC, tax and judgment lien search reports in all relevant jurisdictions, listing all effective financing statements on Form UCC-1which name as debtor any Loan Party, duly (as determined by the Agent) and which are filed in such office or offices as may be necessary or, or in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveDocuments, together with copies of such financing statements, none of which, except as the Agent shall otherwise agreed by the Collateral Agentagree, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoCollateral;
(vii) a copy of the resolutions adopted by the Board of Directors or equivalent governing body of each Loan Party, certified as of the Effective Date by an Authorized Officer authorized officers thereof, authorizing (Ax) the borrowings hereunder and the transactions contemplated by this Agreement and the Loan Documents other documents, instruments and agreements executed and/or to which such Loan Party is be delivered in connection herewith or will be a partytherewith, and (By) the execution, delivery and performance by such each Loan Party of each Loan Document to which such Loan Party is or will be a party this Agreement and the execution other documents, instruments and delivery of the other documents agreements executed and/or to be delivered by such Person in connection herewith and or therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer authorized officer of each Loan Party, certifying the names and true signatures of the representatives officers of such Loan Party authorized to sign each Loan Document this Agreement and the other agreements, instruments and documents to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xix) a certificate certificate, dated as of a date (A) not more than thirty days prior to the Effective Date, of the appropriate official(s) of the jurisdiction states of organization andincorporation, except and (B) not more than one hundred and eighty days prior to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectEffective Date, of the appropriate official(s) of each jurisdiction state of foreign qualification of each Loan Party Party, in each case, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(x) a certificate from an authorized officer of each Loan Party, certifying that such Loan Party has not amended or otherwise modified (A) its charter, certificate of formation or other organizational document, or (B) its by-laws, limited liability agreement or limited partnership agreement or equivalent, since January 14, 2004 (or if any such organizational document has been amended or otherwise modified, attaching a true, correct and complete copy of such amendment or modification);
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovellsin house counsel to the Loan Parties and Bxxxxxxxx and Gxxxxxxx LLP, special counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixii) a certificate of an Authorized Officer the chief executive officer or the chief financial officer of each Loan Partythe Borrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixiii) an updated certificate of an authorized officer of the Borrower certifying the names and true signatures of those officers of the Borrower that are authorized to provide Notices of Borrowings, Letter of Credit Applications and all other notices under this Agreement and the Loan Documents;
(xiv) a copy of (Athe projections required by Section 7.01(a)(vi) and the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentBusiness Plan;
(xixxv) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsLease Assignment, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest Borrower in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property favor of the Loan Parties, and (C) UCC-3 termination statements WC Collateral Agent for all UCC-1 financing statements filed by the Existing Lenders and covering any portion benefit of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerLenders, together with a certificate of an Authorized Officer of landlord’s consent, waiver and estoppel, all acknowledged by the Administrative Borrower stating that such agreements remain in full force and effect and that none of lessor under the Loan Parties has breached or defaulted in any of its obligations under such agreements;Lease Agreement; and
(xxiiixvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably requestrequest including, without limitation, all inter-company management services agreements among the Borrower and the Guarantors or between the Borrower and third parties.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Funding Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateFunding Date and, if applicable, duly executed by the Persons party thereto:
(iA) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiB) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and Agreement;
(C) bringdown of the searches described in subclause (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11Section 5.01(a)(iii), listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(ivD) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(vE) the Intercompany Subordination Agreement, duly executed by Disbursement Letter;
(F) a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) that there have been no amendments to the Flow of Funds AgreementGoverning Documents since the Execution Date, duly executed by each party; thereto;
(viiB) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document required to be delivered on the Funding Date to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each such Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) as to the matters set forth in Section 5.01(b)(ii);
(G) a certificate of the chief financial officer of the Parent (I) certifying that all Federal and material state and local tax returns required to be filed by the Loan Parties have been filed and, to the extent required to be paid under Section 7.01(c)(ii), all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, (II) attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(dd)(ii) and (III) certifying that after giving effect to all Loans and the Subordinated Loans to be made on the Funding Date and the repayment of the Existing Credit Facility, (1) the Availability plus Qualified Cash is not less than $9,000,000 and (2) all liabilities of the Loan Parties are current;
(H) a certificate of the chief financial officer of each Loan Party, certifying as to the solvency of such Loan Party (after giving effect to the Loans and the Subordinated Loans made on the Funding Date);
(I) a certificate of an Authorized Officer of the Administrative Borrower certifying that (I) the attached copies of the Material Contracts (other than (x) the Subordinated Debt Loan Documents and (y) Material Contracts that are listed on such certificate and have been made publicly available or have been previously provided to the Administrative Agent) as in effect on the Funding Date are true, complete and correct copies thereof and (II) each such Material Contract (1) remains in full force and effect and is binding upon and enforceable against each Loan Party that is a party thereto and, to the best knowledge of such Loan Party, all other parties thereto in accordance with its terms, (2) has not been otherwise amended or modified, and (3) is not in material breach due to the action of any Loan Party or, to the best knowledge of any Loan Party, any other party thereto;
(J) a certificate of the appropriate official(s) of the jurisdiction of organization (or bringdowns of the certificates previously delivered to the Agents pursuant to subclause (E) of Section 5.01(a)(iii)) and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Funding Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiK) a true and complete copy opinions of the charterDxxxxx & Wxxxxxx LLP, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior counsel to the Effective Date by an appropriate official Loan Parties, and of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, local counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxL) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxiM) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (AI) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (BII) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (III) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CIV) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiiN) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Otelco Inc.)
Delivery of Documents. The Collateral Agent CIT shall have received on or before the Third Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent CIT and, unless indicated otherwise, dated the Third Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment which bear the signatures of the Company and CIT, together with, to with an acknowledgment bearing the extent applicable, signature of CSI in the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferform attached hereto;
(ii) a UCC Filing Authorization Lettercertificate or certificates of an Executive Officer, together with of each Company certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion that attached thereto are complete and correct copies of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security BSI ESOP Stock Purchase Agreement and the BSI Merger Agreement, (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent that true and each Mortgage;
(iii) certified complete copies of request for copies of information on Form UCC-11all other BSI Acquisition Documents have been delivered to CIT, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiC) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) that attached thereto is a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Company authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party each Company of each Loan Document to which such Loan Party is or will be a party this Amendment, and the execution and delivery performance of the other documents to be delivered Financing Agreement as amended by such Person in connection herewith and therewith;
this Amendment, (viiiD) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives officers of such Loan Party each Company authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewiththis Amendment, together with evidence of the incumbency of such authorized officers/directors/representatives, (E) that attached thereto are true and complete copies of the charter and by-laws of each of Xxxxxxx and Strategic, each as amended to date and in full force and effect, (F) that the charter and by-laws of Command have not been amended or otherwise modified since the Restatement Effective Date and that the copies thereof previously delivered to CIT are true, correct and complete, and (G) that all conditions to the effectiveness of the BSI Acquisition have been satisfied;
(xiii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure that CSI shall survive the Merger and shall continue to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy own all of the charterissued and outstanding voting stock of New Borrowers, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) a continuing, unlimited agreement of guaranty of the Financial Statements Obligations, by CSI, and (B) the financial projections described in Section 6.01(g)(ii) hereofa pledge agreement by Command, certified as pledging all of the Effective Date as complying with the representations and warranties set forth stock in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as CSI to the solvency of the Borrowers (taken as a whole)CIT, which certificate shall be reasonably satisfactory each in form and substance acceptable to the Collateral AgentCIT;
(xxiv) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage a fully executed payoff letter from U.S. Bank, National Association with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under obligations owed to it by BSI, Xxxxxxx and Strategic; UCC termination statements and other instruments or documentation evidencing the Existing Credit Facilitiestermination of each lien described on Exhibit A attached hereto;
(v) updated UCC, together with (A) a termination judgment and release agreement or deed of release (as applicable) tax searches with respect to each of the Existing Credit Facilities BSI, Xxxxxxx and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralStrategic;
(xxiivi) copies a funds flow chart for all consideration to be paid for or on account of the Acquisition Documents BSI Acquisition; and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiivii) such other customary agreements, instruments, opinions instruments and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent CIT may reasonably requestrequest from the Company.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security counterparts to this Agreement, together withduly executed by the Borrowers, to each Guarantor Company and the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLenders;
(ii) amended Revolving Credit Notes payable to the order of each Lender, in each case duly executed by the Borrowers and delivered by the Borrowers;
(iii) amended and restated Schedules to this Agreement and the other Loan Documents;
(iv) the Security Agreement, duly executed by each Company;
(v) the Contribution Agreement, duly executed by each Company;
(vi) the Pledge Agreement, duly executed by each Company;
(vii) a Joinder Agreement, duly executed by Alon LP, Exxxxxxxx, the Parent, the Existing Guarantors, the New Guarantors, the Lenders, and the Agent, in appropriate form as may be necessary or, in the reasonable opinion of the Agent, desirable to join Exxxxxxxx and the New Guarantors to the Existing Loan Documents;
(viii) UCC Filing Authorization Letterfinancing statement amendments, together with in appropriate form for filing, and (AB) to the extent deemed necessary by the Agent in its sole discretion, UCC financing statements, in appropriate financing statements on Form UCC-1form for filing, in each case duly filed in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageDocuments;
(iiiix) certified copies of request for copies of information on Form UCC-11UCC, tax and judgment lien search reports in all relevant jurisdictions, listing all effective financing statements which name as debtor Exxxxxxxx or any Loan Party of the New Guarantors (as determined by the Agent) and which are filed in such office or offices as may be necessary or in the offices referred reasonable opinion of the Agent, desirable to in paragraph (ii) aboveperfect the security interests purported to be created by the Security Documents, together with copies of such financing statements, none of which, except as the Agent shall otherwise agreed by the Collateral Agentagree, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensCollateral;
(ivx) each Mortgage, duly executed and in appropriate form for recording, in each case, in the offices set forth in Schedule 5.01(d)(x) and such other offices as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect the security interests purported to be created by such Mortgage;
(xi) a certified copy of each Term Loan Document and each legal opinion delivered thereunder, as in effect on the date hereof, together with all exhibits and schedules thereto;
(xii) the Collateral AssignmentIntercreditor Agreement, duly executed by the BuyerAgent, the Collateral Agents and CS;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiii) a copy of the resolutions adopted by the Board of each Loan PartyDirectors or equivalent governing body of Alon LP, Exxxxxxxx and the New Guarantors, certified as of the Effective Date by an Authorized Officer authorized officers thereof, authorizing (Ax) the borrowings hereunder and the transactions contemplated by this Agreement and the Loan Documents other documents, instruments and agreements executed and/or to which such Loan Party is be delivered in connection herewith or will be a partytherewith, and (By) the execution, delivery and performance by such each Loan Party of each Loan Document to which such Loan Party is or will be a party this Agreement and the execution other documents, instruments and delivery of the other documents agreements executed and/or to be delivered by such Person in connection herewith and or therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxiv) a certificate of an Authorized Officer authorized officer of each Loan PartyAlon LP, Exxxxxxxx and the New Guarantors, certifying the names and true signatures of the representatives officers of such Loan Party authorized to sign each Loan Document this Agreement and the other agreements, instruments and documents to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxv) a certificate certificate, dated as of a date (A) not more than thirty days prior to the Effective Date, of the appropriate official(s) of the jurisdiction states of organization andincorporation, except and (B) not more than one hundred and eighty days prior to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectEffective Date, of the appropriate official(s) of each jurisdiction state of foreign qualification of each Loan Party of Alon LP, Exxxxxxxx and the New Guarantors, in each case, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixvi) a true certificate from an authorized officer of Exxxxxxxx and the New Guarantors, certifying (A) its charter, certificate of formation or other organizational document, or (B) its by-laws, limited liability agreement or limited partnership agreement or equivalent, and attaching a true, correct and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictiondocument;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixvii) an opinion of Xxxxx Lovellsin house counsel to the Loan Parties and Bxxxxxxxx and Gxxxxxxx LLP or Jxxxx Day, special counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixviii) a certificate of an Authorized Officer the chief executive officer or the chief financial officer of each Loan Partythe Administrative Borrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent5.01;
(xix) a certificate copy of the chief financial officer of Funko Holdings certifying as to projections required by Section 7.01(a)(vi) and the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentBusiness Plan;
(xx) evidence of the insurance coverage required by Section 7.01 Consent and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsAgreement, duly executed by the applicable Loan Parties Agent and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;Hxxxx; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably requestrequest including, without limitation, all inter-company management services agreements among the Borrowers and the Guarantors or between the Borrowers and third parties.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent and (other than in the case of clause (v)) the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto; parties thereto; Administrative Borrower;
(iii) the Flow of Funds Agreement, duly executed by each of the
(iv) the Perfection Certificate, duly executed by the
(v) the Agent Fee Letter, duly executed by the Borrowers;
(vi) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iivii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion results of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiviii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Party, in such jurisdictionsjurisdiction, except, in each case, where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect of the Loan Parties, taken as a whole;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of (A) Xxxxx LovellsXxxx & Xxxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxx & Xxxxxxx, local counsel with respect to the Loan Parties organized in Ohio, and (C) Morris, Nichols, Arsht & Xxxxxxx LLP, local counsel with respect to the Loan Parties organized in Delaware, in each case, as to such customary matters as the Agents Required Lenders may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) and (g) of this Section 5.01(b)5.01;
(xviiixv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentStatements;
(xixxvi) a certificate of the chief financial officer of Funko Holdings the Administrative Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;Required Lenders; and
(xxxvii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Required Lenders may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeRequired Lenders, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Required Lenders may reasonably request;.
(xxixviii) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties Parties, the Existing Agent and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Agent and/or the Existing Lenders on each applicable Facility, (C) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Agent and/or the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, that constitutes Collateral and (CD) UCC-3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Agent and the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Amendment No. 2 Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Amendment No. 2 Effective Date:
(i) a Security Agreementthis Amendment, together withduly executed by the Loan Parties, to the extent applicable, the original stock certificates representing all of the Equity Interests, each Agent and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfereach Lender;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage[reserved];
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens[reserved];
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) (1) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
) or (xii2) that no changes have been made to such Governing Documents delivered to the Collateral Agent on or after the Effective Date, (B) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) (1) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the incumbency of such authorized officers or (2) that no changes have been made to each certificate of incumbency delivered to the Collateral Agent on or after the Effective Date by an Authorized Officer of such Loan Party;
and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b)Sections 4(a) and 4(b) of this Amendment;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixv) a certificate of the chief financial officer of Funko Holdings the Parent certifying compliance with the covenants set forth in Section 7.03 of the Financing Agreement;
(vi) a certificate of the appropriate official(s) of (A) the jurisdiction of organization of each Loan Party and (B) each jurisdiction of foreign qualification of each Loan Party in which such Loan Party owns or leases real property certifying as of a recent date not more than 30 days prior to the Amendment No. 2 Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(vii) an opinion of (A) Xxxxxxxxx & Xxxxxxx LLP, outside counsel to the Loan Parties and (B) the General Counsel of the Loan Parties, in each case as to such matters as the Collateral Agent may reasonably request;
(viii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Borrowers Loan Parties on a consolidated basis (taken as after giving effect to the Term A Loans made on the Amendment No. 2 Effective Date); and
(ix) a wholeNotice of Borrowing pursuant to Section 2.02 of the Financing Agreement. The Agents and the Lenders agree that their execution of this Amendment shall mean that the conditions to effectiveness set forth in Sections 4(c), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxg) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (Ch) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requesthave been satisfied.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties hereto;
(ii) the Subordination Agreement, duly executed by the parties thereto;
(iii) a Security Agreement, duly executed by each Borrower;
(iv) the Pledge Agreement, duly executed by the Parent together with, to the extent applicable, the with (A) such original stock certificates or other certificated securities or instruments representing all of Capital Stock of each Subsidiary of the Equity InterestsParent, and all promissory notes required to be pledged thereunder, accompanied by (B) undated stock powers executed in blank with signature guaranteed, and (C) such opinion of counsel and such approving certificate of the issuer of such Capital Stock as the Agent may reasonably request with respect to complying with any legend on any such certificate or any other proper instruments of transfermatter relating to such Capital Stock;
(ii) a UCC Filing Authorization Letter, together with (Av) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePledge Agreement;
(iiivi) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor each Borrower or any Loan Party of its Subsidiaries and which are filed in the offices referred to in paragraph (iiviii) abovebelow, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent or that are related to Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentLender, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan PartyBorrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party Borrower of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person Borrower in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying the names and true signatures of the representatives of such Loan Party Borrower authorized to sign each Loan Document to which such Loan Party Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xix) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party Borrower certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Borrower in such jurisdictionsstates, certified as of a date not more than 5 days prior to the Effective Date by such official(s);
(xix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionBorrower;
(xiixi) a copy of the Governing Documents by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan PartyBorrower, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyBorrower;
(xiiixii) an opinion of Xxxxx Lovells, Xxxxxxx Xxxxxx L.L.P. counsel to the Loan PartiesBorrowers, substantially in the form of Exhibit D and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixiii) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixiv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as of the Effective Date as complying with the representations complete and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxv) evidence of the insurance coverage required by Section 7.01 6.01(h) and the terms of each the Security Agreement delivered pursuant to Section 4.01(d)(iii) and such other insurance coverage with respect to the business and operations of the Loan Parties Borrowers and their Affiliates as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvi) evidence [Intentionally Omitted]
(xvii) a certificate of an Authorized Officer of each Borrower, certifying the names and true signatures of the payment in full persons that are authorized to provide Notices of Borrowings and all Indebtedness other notices under this Agreement and the Existing Credit Facilities, together with other Loan Documents;
(Axviii) a termination landlord waiver, in form and release agreement or deed of release (substance satisfactory to the Agent and which may be included as applicable) a provision contained in the relevant Lease, executed by the landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralLeases set forth on Schedule 5.01(p);
(xxiixix) copies of the Acquisition Documents andagreements, to the extent requested instruments and other documents executed and delivered by the Collateral Agent, of the other any Borrower in connection with any Material Contracts Contract as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative each Borrower, together with a certificate of an Authorized Officer of the Administrative such Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties such Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiiixx) a stamped, recorded copy of the Certificate of Merger evidencing the merger of Dynax with and into the Parent as filed with the Secretary of State of the State of Delaware, together with an executed copy of the Merger Agreement certified as a true and correct copy thereof by an Authorized Officer of the Parent; and
(xxi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (Enherent Corp)
Delivery of Documents. The Collateral Agent shall following documents (duly executed as appropriate) will have received on or before the Effective Date the following, each in form and substance reasonably satisfactory been delivered to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBuyer:
(i) a Security Agreement, together with, to Xxxx of Sale in the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;form attached hereto as Exhibit B; 6629923v2
(ii) a UCC Filing Authorization Letter, together limited warranty deed with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orrespect to the Owned Station Properties, in substantially the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements forms attached hereto as reasonably requested by the Collateral Agent and each MortgageExhibit C;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party an Assignment and which are filed Assumption Agreement in the offices referred to in paragraph form attached hereto as Exhibit D (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) “Assignment and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensAssumption Agreement”);
(iv) the Collateral Assignment, duly executed by the BuyerFuel Supply Agreements;
(v) the Intercompany Subordination non-competition and non-solicitation agreement in the form attached hereto as Exhibit F (collectively, the “Non-Competition And Non-Solicitation Agreement, duly executed by each Loan Party”);
(vi) the Flow of Funds AgreementTank Owner Change Forms and any other related documents required to be prepared, duly executed or delivered by each party; theretoSeller to Buyer;
(vii) a copy certificate of an authorized officer of Seller which shall certify (i) the resolutions adopted by Seller to consummate all of the resolutions of each Loan Party, certified as Transactions (including the sale of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partyAssets), and (Bii) the execution, delivery and performance by such Loan Party names of each Loan Document the officers of Seller authorized to which such Loan Party is or will be a party sign this Agreement and the execution and delivery of the other documents Transaction Documents to be delivered by Seller or any of its officers, together with the true signatures of such Person in connection herewith and therewithofficers;
(viii) a Perfection Certificatecertificate (dated not more than ten (10) days prior to the Closing), duly executed by as to the parties theretogood standing of Seller in its jurisdiction of incorporation;
(ix) a certificate certificate, dated the Closing Date and signed by a duly authorized officer of an Authorized Officer of Seller, that each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party conditions set forth in Sections 5.1(a) and the other documents to be executed (b) and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativeshave been satisfied;
(x) a certificate of the appropriate official(sBooks and Records pursuant to Section 1.1(f) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionshereof;
(xi) a true and complete copy of the charter, certificate of formation, certificate non-foreign status of limited partnership or other publicly filed organizational document Seller satisfying the requirements of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionTreasury Regulation Section 1.1445-2(b);
(xii) a copy if applicable, all affidavits, gap indemnity agreements and other documents reasonably and customarily required by the Title Company to induce the Title Company to issue its owner’s policy of the Governing Documents of each Loan Partytitle insurance, together with all amendments theretoextended coverage, certified as of the Effective Date by an Authorized Officer of such Loan Party;to Buyer, [***] ; and
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business specific instruments of transfer, conveyance and operations of the Loan Parties assignment as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent Buyer may reasonably request.
Appears in 1 contract
Samples: Asset Purchase Agreement (Par Pacific Holdings, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) for the account of each Lender that requested a promissory note pursuant to Section 2.03(e), a promissory note conforming to the requirements of such section and executed by an Authorized Officer of the Borrower;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens;
Liens (iv) other than Permitted Liens acceptable to the Collateral Assignment, duly executed by the BuyerAgent);
(v) the Intercompany Subordination Agreement, duly executed by each Loan Partya Perfection Certificate;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) the Flow of Funds Agreement;
(viii) the Intercompany Subordination Agreement;
(ix) with respect to each Facility (other than any Facility owned by Dxxxxx Xxxxxxx College), a Mortgage and each of the other Real Property Deliverables;
(x) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 60 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) as to the matters set forth in Section 5.01(b);
(xxi) a certificate of the chief financial officer of the Parent (A) certifying that all Federal and material state and local tax returns required to be filed by the Loan Parties have been filed and all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid except Taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves in accordance with GAAP, (B) attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(aa)(ii) and (C) certifying that after giving effect to all Loans to be made on the Effective Date, the refinancing of the Existing Credit Facility, and the payment of fees and expenses related to this Agreement, (1) the aggregate amount of Qualified Cash on the Effective Date is not less than $75,000,000 and (2) all liabilities of the Loan Parties are current;
(xii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Parent and its Subsidiaries on a consolidated basis (both before and after giving effect to the Loans made on the Effective Date);
(xiii) a certificate of an Authorized Officer of the Borrower certifying that (A) the attached copies the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof, and (B) such agreements (except as set forth on Schedule 6.01(v)(ii)) remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 60 days prior to the Effective Date as to the subsistence in valid existence and good standing of, and the payment of taxes byby (to the extent provided by such jurisdiction), such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) an opinion of Xxxxx LovellsCravath, Swaine & Mxxxx LLP, special counsel to the Loan Parties, which opinion shall be in form and substance satisfactory to the Collateral Agent, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate opinions of an Authorized Officer of Morris, Nichols, Arsht & Txxxxxx LLP and Faegre Bxxxx Dxxxxxx LLP, each Loan Party, certifying acting as local counsel to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole)Loan Parties, which certificate opinions shall be reasonably satisfactory in form and substance satisfactory to the Collateral Agent, as to such matters as the Collateral Agent may reasonably request;
(xxxvii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement Agreement, and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestthereof;
(xxixviii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility (other than letters of credit, including the DOE Letter of Credit, outstanding under the Existing Credit Facility as of the Effective Date), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a satisfaction of mortgage or equivalent instrument for each mortgage filed by the Existing Lenders on each Facility, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;; and
(xxiixix) copies all Control Agreements that, in the reasonable judgment of the Acquisition Agents, are required for the Loan Parties to comply with the Loan Documents and, to the extent requested by the Collateral Agent, as of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrowereach duly executed by, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory addition to the Collateral Agent in form and substanceapplicable Loan Party, as the Collateral Agent may reasonably requestapplicable financial institution.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Buyer shall have received on or before made, executed and delivered the Effective Date the following, each following in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateSeller and its legal counsel:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity InterestsWarrants, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfera certificate or multiple certificates (as Seller may reasonably request) representing the Stock;
(iib) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices any ratification and joinder instruments executed by Seller as may be necessary orrequired to transfer Seller's rights, obligations and interests in the opinion of Seller's Disclosed Contracts and the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageother Assets;
(iiic) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements any applications executed by Seller which name as debtor any Loan Party and may be necessary to transfer regulatory Permits to which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover Assets or any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensthem are subject;
(ivd) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow written resignation of Funds Agreement, duly executed by each party; thereto;
(vii) a copy all officers of the resolutions Buyer from all of each Loan Party, certified their positions with Buyer and its Subsidiaries effective as of the Effective Closing Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party written resignation of each Loan Document to which such Loan Party is or will be a party and the execution and delivery all members of the other documents to be delivered by such Person in connection herewith board of directors of Buyer, except William J. Bippus and therewith;
(viii) a Perfection CertificateGregory Stephens, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures effective as of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesClosing Date;
(x) a certificate txxx xxx xxxxxxx copy of the appropriate official(s) written resolutions of the jurisdiction Board of organization andDirectors of Buyer, except to certified by the extent such failure to President of Buyer, in accordance with Article 10 hereof which resolutions shall not be so qualified could not reasonably be expected to have a Material Adverse Effectamended, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsmodified or revoked;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviif) a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of an Authorized Officer of each Loan PartyBuyer, certifying as to (a) that the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) attached copies of the Acquisition Documents andArticles of Incorporation and Bylaws of Buyer, to the extent requested by the Collateral Agentare all true, of the other Material Contracts as in effect on the Effective Date, certified as true complete and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements and remain unamended and in full force and effect and that none (b) as to the incumbency and specimen signature of each officer of Buyer executing this Agreement and any other document delivered in connection herewith on behalf of Buyer. Attached to such certificate shall be certificate of good standing for the Loan Parties has breached state of Delaware and each other jurisdiction where Buyer is required to be so qualified or defaulted in any of its obligations under such agreementsauthorized;
(xxiiig) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory an amendment to the Collateral Agent employment agreement between Buyer and William Bippus in form and substance, accordance with Section 10.2; and
(h) any xxx xxx xxxxx documents or instruments as the Collateral Agent Seller may reasonably requestrequest (including, but not limited to, certificate of resolutions and incumbency, certificate as to shareholder approval, certificate of bylaws, etc.).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Arxa International Energy Inc)
Delivery of Documents. The Administrative Agent and Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreementthe Fee Letter, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, duly executed and all promissory notes required to be pledged thereunder, accompanied delivered by undated stock powers executed in blank Borrower and other proper instruments of transferby Collateral Agent;
(ii) a UCC Filing Authorization LetterSecurity Agreement, duly executed and delivered by each Loan Party and by Collateral Agent;
(iii) a Trademark Security Agreement duly executed and delivered by Borrower and by Collateral Agent;
(iv) a Guaranty, duly executed and delivered by each Loan Party other than Borrower, in favor of Collateral Agent;
(v) a Pledge Agreement, duly executed by each of the Loan Parties, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office original stock certificates or offices as may be necessary or, in the opinion other certificated securities or instruments representing all of the Collateral AgentCapital Stock of each Subsidiary of Borrower owned by a Loan Party, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to undated stock powers executed in blank, and (C) such opinion of counsel and such approving certificate of the issuer of such Capital Stock as Collateral Agent of the filing of may reasonably request with respect to complying with any legend on any such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagecertificate or any other matter relating to such Capital Stock;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(vvi) the Intercompany Subordination Agreement, duly executed and delivered by Borrower, each Loan Party;
(vi) the Flow of Funds Agreementits Subsidiaries, duly executed and by each party; theretoCollateral Agent;
(vii) a copy of the resolutions of each Loan PartyAcknowledgement Agreement, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder duly executed and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith each of Borrower's Subsidiaries and therewithby Collateral Agent;
(viii) a Perfection Certificatethe Side Letter, duly executed and delivered by Borrower, and each member of the parties theretoLender Group;
(ix) a certificate of an Authorized Officer of each Loan Partythe Transferee Side Letter, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be duly executed and delivered by such Loan Party in connection herewith Borrower, and therewith, together with evidence each member of the incumbency of such authorized officers/directors/representativesLender Group;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;[Intentionally Omitted]
(xi) a true the Purchase Agreement, duly executed and complete copy delivered by each member of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date Former Lender Group and by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Collateral Agent and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionAdministrative Agent;
(xii) a copy of the Governing Documents of Estoppel Letter, duly executed and delivered by each Loan Party, together with all amendments thereto, certified as of the Effective Date Party and by an Authorized Officer of such Loan PartyCollateral Agent;
(xiii) an opinion of Xxxxx Lovellsthe Mortgage Assignments, counsel to duly executed, acknowledged and delivered by the Loan Parties, as to such customary matters as the Agents may reasonably requestFormer Administrative Agent;
(xiv) [Intentionally Omitted].the Mortgage Amendments, duly executed, acknowledged and delivered by the applicable Loan Party and by Collateral Agent;
(xv) [Intentionally Omittedintentionally omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 recording of the Mortgage Assignments and the terms of each Security Agreement and such other insurance coverage with respect to Mortgage Amendments in the business and operations of the Loan Parties appropriate office or offices as the Collateral Agent may reasonably request, in each case, where reasonably requested determined by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.its sole discretion;
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Second Amendment Effective Date Date, the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwiseotherwise indicated, dated as of the Second Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment, together with, to duly executed by each of the extent applicableLoan Parties, the original stock certificates representing all of Agents and the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLenders;
(ii) a UCC Filing Authorization the Additional Supplemental Term Loan Fee Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the BuyerBorrowers;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiiii) a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Amendment and the other documents to be executed and delivered by such Person in connection herewith and therewithauthorizing the transactions contemplated hereby and certified by the Secretary of each Loan Party;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representativesAuthorized Officers;
(xv) a certificate of the chief financial officer of the Parent, certifying that after giving effect to the transactions contemplated by this Amendment and before and after giving effect to the Additional Supplemental Term Loan and this Amendment, each of the Borrowers individually is, and the Loan Parties on a consolidated basis are, Solvent;
(vi) a certificate of an Authorized Officer of each Borrower, certifying as to the matters set forth in clause (a) of this Section 3;
(vii) an opinion of counsel for the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(viii) a certificate of the appropriate official(s) of the jurisdiction state or, federal government or provincial authority of Canada, as the case may be, of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Designated Loan Party in such jurisdictions;
(xi) a true and complete copy of the charterstates, certificate of formation, certificate of limited partnership provinces or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such applicable jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiix) a certificate of an Authorized Officer of each Loan PartyParty certifying that the charter and by-laws, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy limited liability company agreement, operating agreement, agreement of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such limited partnership or other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice organizational documents delivered to the Collateral Agent pursuant to the Existing Financing Agreement remain in full force and each such named insured effect and have not been amended or loss payeemodified since the Effective Date, together with evidence in the case of the payment Borrowers, and December 31, 2003, in the case of all premiums due in respect thereof for such period as the Collateral Agent may requestother Loan Parties;
(xxix) evidence a modification (each a "Modification") to each Mortgage necessary or desirable in order to maintain perfection and priority of the payment in full of all Indebtedness under the Existing Credit FacilitiesLien granted by such Mortgage, together with (A) a termination and release agreement or deed of release (referencing, as applicable) with respect to each of the Existing Credit Facilities and all related documentsnecessary, this Amendment, duly executed by the applicable Loan Parties and the Existing LendersParty, (B) a termination of security interest in intellectual property for with respect to each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;Facility subject to such Mortgage; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each Borrower;
(ii) a Pledge Agreement, duly executed by each Borrower, together with, to the extent applicable, with the original stock certificates certificates, if any, representing all of the Equity Interestscommon stock of such Borrower’s domestic, German and UK Subsidiaries and 66-2/3% of the common stock of such Borrower’s other foreign Subsidiaries and all intercompany promissory notes required to be pledged thereunderof such Borrowers, accompanied by undated stock powers executed in blank and other proper instruments of transfer, provided that the originals of such stock certificates and intercompany promissory notes (if any) shall have been delivered to the Working Capital Agent, in accordance with the terms of the Working Capital Loan Documents;
(iiiii) a UCC Filing Authorization Letter, duly executed by each Domestic Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Pledge Agreement;
(Biv) evidence reasonably Lien searches with respect to the Loan Parties satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of all financing statements revealed by such financing statementssearches, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Parent, the Warrants;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvi) a certificate of an Authorized Officer of (A) each Loan PartyParty (except the German Loan Parties), certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (B) each German Loan Party, certifying as to the matters set forth in the German Loan Party Certificate;
(xvii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party (except the German Loan Parties) certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofof (and, and where available, the payment of taxes by, ) such Loan Party in such jurisdictionsstates, dated as of a date that shall be no earlier than August 11, 2003;
(xiviii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party (except the German Loan Parties) certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state or other applicable jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiiix) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan PartyParty (except the German Loan Parties), together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiix) an opinion opinions of Xxxxx Lovells(A) (x) Xxxxxx & Bird LLP, counsel to CGW and Huevos and (y) King & Spalding, counsel to the Loan Parties, which shall combine to cover the opinions set forth in Exhibit F and shall address such other matters as the Agent may reasonably request, including, without limitation, the Warrants and the Shareholders Agreement and (B) Weil, Gotshal & Xxxxxx, German counsel to the German Loan Parties, as to such customary matters as the Agents Agent may reasonably request, which opinions shall be in form and substance satisfactory to the Agent;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixi) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixii) a copy of (A) the Financial Statements Statements, the pro forma consolidated balance sheet described in Section 5.01(g)(iii), and (B) the financial projections described in Section 6.01(g)(ii5.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial officer of Funko Holdings the Parent, setting forth in reasonable detail the calculations required to establish that after giving effect to the Merger, the Loans incurred on the Effective Date and the Working Capital Loans incurred on the Effective Date, the Senior Leverage Ratio does not exceed 3.25 to 1.0;
(xiv) a certificate of the chief financial officer of each Loan Party (except the German Loan Parties), certifying as to the solvency of the Borrowers (taken as a whole)such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxv) evidence of the insurance coverage required by Section 7.01 Sections 6.01(h) and the terms of each Security Agreement Agreement, each German Security Document and such other liability and property insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements endorsed in favor of the Agent, for the benefit of the Lenders, as to the additional insured, loss payee or named insureds or loss payees (as applicable) thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeAgent, together with evidence of the payment of all current premiums due in respect thereof for such period as the Collateral Agent may requestthereof;
(xxixvi) evidence a certificate of an Authorized Officer of the payment in full Administrative Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing, and all Indebtedness other notices under this Agreement and the Existing Credit Facilities, together with other Loan Documents;
(Axvii) a termination landlord waiver, in form and release agreement or deed of release (substance satisfactory to the Agent and which may be included as applicable) a provision contained in the relevant Lease, executed by each landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination Leases set forth on Part A of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralSchedule 5.01(o);
(xxiixviii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other all Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xix) a termination and release agreement with respect to the Existing Credit Facility and all related documents, duly executed by the Loan Parties and the Existing Lender, together with UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lender and covering any portion of the Collateral;
(xx) the Shareholders Agreement, duly executed by each Person party thereto other than the Warrant Holder;
(xxi) the Contribution Agreement, duly executed by the Borrowers;
(xxii) the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 12.01, duly executed by the Parent;
(xxiii) the Intercompany Subordination Agreement, duly executed by each Borrower;
(xxiv) the German Security Documents, duly executed by the parties thereto;
(xxv) the German Guaranties, duly executed by each German Loan Party;
(xxvi) a certificate of the chief executive officer or the chief financial officer of the Parent, certifying that attached thereto are true, complete and correct copies of (A) the Merger Agreement, as in effect on the Effective Date, (B) the Working Capital Loan Documents, as in effect on the Effective Date, (C) the Xxxxxxxxxxx Note and any agreements or documents executed in connection therewith, as such documents are in effect on the Effective Date, and (D) the CGW Loan Documents, as in effect on the Effective Date, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxvii) the Lien Intercreditor Agreement duly executed by the Working Capital Agent and the Borrowers;
(xxviii) the Xxxxxxxxxxx Subordination Agreement duly executed by the Working Capital Agent, Xxxxx X. Xxxxxxxxxxx, Xx., and the Parent;
(xxix) the CGW Subordination Agreement duly executed by the Working Capital Agent, CGW and the Parent;
(xxx) copy of the non-competition agreement, executed by Xxxxx X. Xxxxxxxxxxx, Xx., which agreement shall be on terms and conditions reasonably satisfactory to the Agent and the Lenders;
(xxxi) the Fee Letter, duly executed by the Borrowers; and
(xxxii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with (unless otherwise stated in Section 5.02) the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence reasonably satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens (other than Permitted Liens);
(iv) the Collateral Assignment, duly executed by the BuyerDisbursement Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyFee Letter;
(vi) the Flow of Funds Intercompany Subordination Agreement; 128498985v11
(vii) Trademark Security Agreement;
(viii) Patent Security Agreement;
(ix) the English Security Documents, duly executed by each party; all parties thereto;
, together with (viii) all share certificates, transfers and stock transfer forms or equivalent duly executed in blank in relation to the assets subject to or expressed to be subject to the English Security Documents and other documents of title or documents required for the legality, validity and/or enforceability of the Lien granted thereby and required to be provided thereunder, (ii) a copy of the resolutions register of each members of any English Loan PartyParty whose shares are subject of the Collateral and (iii) duly executed notices of assignment and/or charge required to be sent under and pursuant to the terms of any English Security Document;
(x) the German Security Documents;
(xi) the management rights letter, certified dated as of the Effective Date by an Authorized Officer thereofdate hereof, authorizing (A) among the borrowings hereunder Loan Parties and the transactions contemplated by Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith“VCOC Management Rights Agreement”);
(viiixii) a Perfection Certificate, duly executed by the parties thereto;
(ixxiii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) with respect to such Loan Party (other than an English Loan Party or a German Loan Party) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixiv) A certificate of a director of each English Loan Party certifying: (A) a copy of its constitutional documents; (B) a copy of a resolution of its board of directors (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, (C) a specimen of the signature of each person authorized by the resolution referred to in paragraph (B) above in relation to the Loan Documents and related documents; (D) a copy of a resolution signed by all the holders of the issued shares in that English Loan Party, approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party; (E) that guaranteeing and/or securing (as appropriate) the Obligations would not cause any guarantee, security or similar limit binding on it to be exceeded; (F) a copy of the register of members of each 128498985v11 English company whose shares will be charged pursuant to the English Security Documents; (G) that in respect of any shares in an English company whose shares will be charged pursuant to the English Security Documents either: (1) (x) any notice received in respect of such shares has been complied with within the relevant timeframe pursuant to Part 21A of the Companies Xxx 0000; and (y) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the relevant "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006); or (2) such company is not required to comply with Part 21A of the Companies Xxx 0000;
(xv) with respect to any English Loan Party whose shares are the subject of the Collateral either: (A) a certificate of an authorised signatory of that English Loan Party certifying that: (1) any notice received has been complied with within the Financial Statements relevant timeframe pursuant to Part 21A of the Companies Xxx 0000; and (2) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that English Loan Party which is certified by an authorised signatory of that English Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of that certificate; or (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as a certificate of that English Loan Party certifying that it is not required to comply with Part 21A of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(iiCompanies Xxx 0000;
(xvi) by a certificate of an Authorized Officer with respect to a German Loan Party certifying (A) a copy of its constitutional documents (including up-to-date electronic commercial register extracts (elektronischer Handelsregisterauszug), its articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag) (as applicable), copies of any by-laws (if applicable) as well as a list of shareholders (Gesellschafterliste) (if applicable), (B) (if applicable) a copy of an administrative (Verwaltungsrat), its supervisory board (Aufsichtsrat) and/or any advisory board (Beirat) (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (C) a specimen of the Ultimate signature of each person authorized by the resolution referred to in clause (B) above in relation to the Loan Documents and related documents, (D) a copy of a resolution signed by all the holders of the issued shares in each German Loan Party (other than the Parent;), approving the terms of, and the transactions contemplated by, the Loan Documents to which the German Loan Party is a party; and (E) that each copy document relating to it specified in this clause (xvi) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Effective Date.
(xixxvii) a certificate of the chief financial officer of Funko Holdings the Parent (A) certifying that all income and other material Tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been timely filed and all income and other material Taxes imposed upon any Loan Party or any property of any Loan Party which have become due and payable on or prior to the date hereof have been paid, (B) certifying as to the solvency compliance of the Borrowers Financial Statements and the Projections with representations and warranties set forth in Sections 6.01(g)(i) and 6.01(cc)(ii) and (taken as C) certifying that after giving effect to all Loans to be made on the Effective Date and the repayment of the Existing Credit Facility, the Liquidity is not less than $15,000,000;
(xviii) a wholecertificate of the chief financial officer of the Parent, certifying that the Parent and its Subsidiaries (on a consolidated basis), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral AgentLoans made on the Effective Date, are Solvent;
(xix) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of each of the Material Contracts, each as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force 128498985v11 and effect and that none of the Loan Parties has breached or defaulted any of its obligations under such agreements in any material respect;
(xx) a certificate of the appropriate official(s) of the jurisdiction of organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party (other than a German Loan Party, which shall be provided to the extent available) in such jurisdictions;
(A) an opinion of Xxxxxxxx & Xxxxxxxx LLP, Delaware, New York and German counsel to the Loan Parties (with respect to the German Loan Parties, solely with respect to capacity to enter into the Loan Documents), (B) an opinion of Xxxxxxx Xxxxx & Xxxxxxx, Utah counsel to the Loan Parties, each as to such matters as the Collateral Agent may reasonably request, (C) an opinion of Noerr Partnerschaftsgesellschaft mbB, German counsel to the Agents and the Lenders (with respect to the validity and enforceability of the German Security Documents), and (D) an opinion of Proskauer Rose (UK) LLP, English counsel to the Administrative Agent and Collateral Agent and the Lenders;
(xxii) certificates of insurance that evidence of the insurance coverage required by Section 7.01 and 7.01, the terms of each Security Agreement Agreement, each Foreign Security Document and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixxiii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) release of German Security Documents, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property Intellectual Property of the Loan PartiesParties that constitutes Collateral, and (CD) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;; and
(xxiixxiv) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably evidence satisfactory to the Collateral Agents that a Process Agent has been properly appointed by each Loan Party in form and substance, as the Collateral Agent may reasonably requestaccordance with Section 12.10(b).
Appears in 1 contract
Delivery of Documents. (a) The Collateral Borrower has previously made available to the Administrative Agent shall have received true, correct and complete copies of all real property leases or subleases, easement agreements, option agreements and other agreements, instruments and documents (whether or not recorded) that encumber or otherwise affect the real property listed on Schedules 4.22(a) and 4.22(b).
(b) On or before prior to the Effective Date the followingClosing Date, each in form Lender has received complete certified copies (as certified to by the Secretary or an Assistant Secretary of the Borrower) of the KPR Purchase Agreement and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security TNT Purchase Agreement, together withincluding in each case all exhibits, schedules and disclosure letters referred to the extent applicable, the original stock certificates representing all of the Equity Intereststherein or delivered pursuant thereto (if any), and all promissory notes required to be pledged thereunderamendments thereto, accompanied by undated stock powers executed in blank waivers relating thereto and other proper instruments side letters or agreements affecting the terms thereof in existence as of transfer;
December 4, 1995. On or prior to the Closing Date, the Administrative Agent has received complete certified copies (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office as certified to by the Secretary or offices as may be necessary or, in the opinion an Assistant Secretary of the Collateral AgentBorrower) of all exhibits, desirable to perfect the security interests purported to be created by each Security Agreement schedules and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices disclosure letters referred to in paragraph the KPR Purchase Agreement or the TNT Purchase Agreement or delivered pursuant thereto (ii) aboveif any), together with copies and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof, executed on or after December 5, 1995. None of such financing statementsdocuments and agreements has been amended, none of whichsupplemented or otherwise modified in any respect, except as otherwise agreed by the Collateral Agent, shall cover nor have any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which resultsprovisions thereof been waived, except as otherwise agreed pursuant to in writing a written agreement or instrument that has heretofore been consented to by the Collateral Agent, shall not show any such Liens;Required Lenders.
(ivc) the Collateral Assignment, The KPR Purchase Agreement has been duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith each party thereto and therewith, together with evidence each of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization andmaterial terms and provisions thereof is in full force and effect. Except as set forth on Schedule 4.24(c), except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectBorrower's knowledge, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Xxxxx Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties of the Seller set forth in Section 6.01(g)(ii) by an Authorized Officer the KPR Purchase Agreement is true and correct on and as of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form date hereof. The TNT Purchase Agreement has been duly executed and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required delivered by Section 7.01 each party thereto and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities material terms and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies provisions thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain is in full force and effect and that none effect. Except as set forth on Schedule 4.24(c), to the Borrower's knowledge, each of the Loan Parties has breached or defaulted representations and warranties of the Seller set forth in any the TNT Purchase Agreement is true and correct on and as of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestdate hereof.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Interim Facility Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Interim Facility Effective Date:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLoan Parties;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, UCC-11 listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to jurisdictions in paragraph (ii) abovewhich any Loan Party is organized, has assets or property or maintains its chief executive office, together with copies of such financing statements, none of which, except as permitted herein or otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiiii) a copy of the resolutions of each Loan Party, certified as of the Interim Facility Effective Date by an Authorized Officer officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the Authorized Officer to provide all Notices of Borrowing and other notices under this Agreement and the Loan Documents;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of an Authorized Officer officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the chartercharter and by-laws, certificate of formationlimited liability company agreement, certificate operating agreement, agreement of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to organized in the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan PartyUnited States, together with all amendments thereto, certified as of the Interim Facility Effective Date by an Authorized Officer officer of such Loan Party;
(xiiivi) an opinion of Pachulski, Stang, Ziehl, Young, Xxxxx Lovells& Xxxxxxxxx P.C., counsel to the Loan Parties, substantially in the form of Exhibit B and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviivii) a certificate of an Authorized Officer officer of each Loan Party, certifying as to the matters set forth in subsection (c) of this Section 5.01(b)5.01;
(xviiiviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerBudget, together with a certificate of an the Authorized Officer of the Administrative Borrower stating that such agreements remain the Budget has been prepared on a reasonable basis and in full force good faith and effect is based on assumptions believed by the Borrower to be reasonable at the time made and that none of from the Loan Parties has breached or defaulted best information then available to the Borrower, which Budget shall be in any of its obligations under such agreements;form and substance satisfactory to the Agent; and
(xxiiiix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security AgreementGuaranty, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied duly executed by undated stock powers executed in blank and other proper instruments of transferFunding Corp.;
(ii) counterparts to this Agreement, duly executed by each Borrower, Guarantor, Agent and Lender;
(iii) a UCC Filing Authorization LetterRevolving Credit Note payable to the order of each Lender with a Revolving Credit Commitment, together with duly executed by the Borrowers;
(Aiv) the Amendatory Agreement, duly executed by the Collateral Agent, each Borrower and Guarantor and substantially in the form of Exhibit C hereto;
(v) Amendment No. 1 to the Contribution Agreement, substantially in the form of Exhibit I hereto, among the Borrowers;
(vi) [Reserved];
(vii) appropriate financing statements on Form UCC-1UCC-1 and amendments on Form UCC-3, duly executed by each Loan Party and duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect perfect, or to continue the perfection of, the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreements;
(iiiviii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iivii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent and except for such financing statements for which executed termination statements on Form UCC-3 have been delivered to the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens, other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates, together with confirmation by telephone or telegram (where available) on the Effective Date from such official(s) as to such matters;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) a certificate of an Authorized Officer of each Loan Party, certified as of the Effective Date, certifying as to the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party;
(xiv) an opinion of Xxxxx LovellsXxxxxxx Xxxx LLP, counsel to the Loan Parties, substantially in the form of Exhibit F and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as together with a certificate of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentParent setting forth all existing Indebtedness, pending or threatened litigation or claims and other contingent liabilities of the Parent and its Subsidiaries;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxvii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each the Security Agreement Agreements and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixviii) evidence a certificate of an Authorized Officer of the payment in full Parent, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowings, Letters of Credit Applications and all Indebtedness other notices under this Agreement and the Existing Credit Facilities, together with other Loan Documents;
(A) a termination the Foothill Assignment and release agreement or deed of release (as applicable) with respect to the Foothill Resignation Agreement, each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties parties thereto and effective immediately prior to the Existing LendersEffective Date, and (B) a termination of security interest in intellectual property for each assignment for security recorded by evidence that the revolving credit note issued to Foothill and evidencing the Existing Lenders at Revolving Loans has been marked "cancelled" and returned to the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralBorrowers;
(xxiixx) copies of the Acquisition Documents andSpecified Joint Venture Agreement, to the extent requested by the Collateral Agent, of any other material agreement entered into in connection therewith and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerParent, together with a certificate of an Authorized Officer of the Administrative Borrower Parent stating that such agreements remain in full force and effect and that none of the Loan Parties has Parent and its Subsidiaries have not breached or defaulted in any of its their obligations under such agreements;
(xxi) a termination and release agreement with respect to the Receivable Purchase Facility and all related agreement and other documents, duly executed by Borrowers, Funding Corp. and Foothill, together with UCC-3 termination statements for all UCC-1 financing statements filed by (or assigned to) Foothill and covering any portion of the Collateral, and evidence that each of the demand notes and other promissory notes delivered in connection with the Receivable Purchase Facility has been marked "cancelled" and returned to the issuer thereof;
(xxii) a copy of each Existing Letter of Credit and each Fleet Letter of Credit outstanding on the Effective Date; and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (High Voltage Engineering Corp)
