Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date:
(a) a certificate of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the incurrence of the 2020 Incremental Revolving Commitments, (B) certifying that each Organizational Document of such Loan Party either (x) has not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guaranty), since the date of such Loan Party’s Joinder Agreement to the Guaranty, or (y) is attached as an exhibit to such certificate, certified as of a recent date by the appropriate governmental official, and certified by such Responsible Officer as being in full force and effect as of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date;
(b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solvent;
(c) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (D), (E) and (F) of this Section III have been satisfied;
(d) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties; and
(e) customary filings as the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term Loans.
Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Effective Date:
Documentary Conditions. It is understood that, with respect to conditions in 8.01, 8.02 and 8.03 involving execution and delivery of documents, all such documents must be in form and substance satisfactory to the parties relying on such documents, in their sole discretion.
Documentary Conditions precedent The first Request may not be given until the Bank has notified the Borrower that it has received all of the following documents in form and substance satisfactory to it :
(a) A certificate signed by the General Counsel and Corporate Secretary of the Borrower confirming that:
(i) The board of directors of the Borrower approved the terms of, and transactions contemplated by, the Finance Documents and authorized the entering into this Agreement and the execution thereof;
(ii) This Agreement was executed on behalf of the Borrower by its authorized signatories Mr./Mrs. ________ i.d. no. _________________ and Mr./Mrs. _________ i.d. no. _________________ in accordance with the resolutions of the Borrower; and
(iii) The authorized signatories as set out in the confirmation of signatory rights of the Borrower dated December, 25, 2008 and attached as an integral part to the General Counsel and Corporate Secretary of the Borrower’s certificate are fully authorized to sign any and all Requests, and their signatures are binding upon the Borrower for all intents and purposes in accordance with its terms.
(iv) The said resolutions were passed duly and lawfully in accordance with the incorporation documents of the Borrower and any applicable Israeli law;
(v) The signature of the authorized signatories who executed the Agreement on behalf of the Borrower binds the Borrower for all intents and purposes in accordance with its terms.
(b) A copy of the reviewed Financial Statements of the Borrower for the period ended June 30, 2009. The Bank hereby confirms that sub-section (b) hereof has been fulfilled.
Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Fourth Amendment Effective Date:
(a) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fourth Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;
(b) such documents and duly executed certifications as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation; and
(c) a Solvency Certificate, dated the Fourth Amendment Effective Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H to the Credit Agreement;
(d) a customary certificate dated the Closing Date, signed by a Responsible Officer of the Borrowers, confirming compliance with the conditions precedent set forth in clauses (D) and (E) of this Section III have been satisfied;
(e) a duly executed Borrowing Notice in accordance with the requirements of Section 2.02 of the Credit Agreement;
(f) a customary opinion of (A) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, and (B) Holland & Knight LLP, special Florida counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, each in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters concerning the Loan Parties, the Amendment and the Loan Documents as the Incremental Term Loan Lenders may reasonably request; and
(g) customary lien searches and filings as the Administrative Agent may reasonably require to assure that the 2019 Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the Existing Term Loans.
Documentary Conditions. The obligations of Burdale to the Company under this Agreement are subject to the condition precedent that Burdale shall have received all of the documents and evidence specified in Schedule 1 in a form and substance satisfactory to it.
Documentary Conditions. Buyer shall have executed and delivered or caused to be delivered to Seller the documents and things listed in Section 7.3. The foregoing conditions are for the benefit of Seller only and accordingly Seller will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in whole or in part.
Documentary Conditions. 13 ---------------------- 4.2 Non-Documentary Conditions........................................ 13 --------------------------
Documentary Conditions. The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement or any other Loan Document:
Documentary Conditions. The Administrative Agent shall have received the following, in sufficient number of counterparts for itself and each Lender, and each dated as of a date, and otherwise in form and substance, satisfactory to the Administrative Agent:
(a) This Amendment. Counterparts of this Amendment duly executed by the Borrowers and the Required Lenders (it being understood that the Administrative Agent may rely on a facsimile counterpart signature page hereof for purposes of determining whether a party hereto has executed a counterpart hereof);
