Documentary Conditions Precedent. The obligations of the Remaining Banks to make New Loans hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are subject to the condition precedent that the Agent shall have received on or before the Effective Date (which shall not be later than August 15, 1997) each of the following, in form and substance satisfactory to the Agent and its counsel: (a) the Notes duly executed by the Borrower; (b) the Authorization Letter duly executed by the Borrower; (c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request; (d) a certificate of the Manager of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, attesting to all action taken by the Borrower and Eagle River, including action by their respective Managers authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (e) a certificate of the Manager of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement; (f) a certificate of the Manager of the Borrower, dated the Effective Date, stating that the representations and warranties in Article 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (g) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit D and as to such other matters as the Agent or any Bank may reasonably request; (h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request; (i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request; (j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request; (k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto; (l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower; (m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and (n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreements.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Remaining Banks to make New the Loans hereunder and to purchase Old Loans from on or after the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, date hereof are subject to the condition conditions precedent that the Agent that:
(a) each Bank shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date hereof each of the following, in form and substance reasonably satisfactory to the Agent such Bank and its counsel:
(ai) this Agreement, executed by all parties hereto, and the Notes Notes, duly executed by the Borrower;
(b) the Authorization Letter duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Closing Date, attesting to all corporate action taken by the Borrower and Eagle Riversuch entity, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the Borrower; and such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate and are in full force and effect;
(eiii) a certificate of the Manager Secretary of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Closing Date, certifying the names and true signatures of the officers of the Borrower such entity authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower such entity under this Agreement;
(fiv) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article 5 6 hereof and in the other Facility Documents are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(gv) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Closing Date, in substantially the form of Exhibit D and as substance satisfactory to such Bank and its counsel;
(vi) satisfactory evidence that the Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and each other matters jurisdiction where qualification is necessary;
(vii) the Borrower's annual report on Form 10-K for the year ended December 31, 1996 and the Borrower's quarterly report on Form l0-Q for the quarter ended September 30, 1997, each as filed by the Borrower with the Securities and Exchange Commission;
(viii) satisfactory evidence that the Borrower and the Guarantors maintain all insurance required to be maintained hereunder; and
(ix) such other documents, instruments, approvals, opinions and evidence as the Agent or any Bank Banks may reasonably requestrequire;
(b) the Borrower shall have paid or caused to be paid to the Agent for the benefit of the Banks in full the Up Front Fee and all other fees required to be paid hereunder or in connection herewith, to the Agent in full all accrued fees and expenses of the Agent in connection with the preparation, execution and delivery of this Agreement and the other Facility Documents and the consummation of the transactions contemplated thereby and to the Documentation Agent in full all accrued fees and expenses of the Documentation Agent;
(c) the Borrower and the Guarantors shall have obtained all consents, permits and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors of their obligations hereunder and such consents, permits and approvals shall continue in full force and effect;
(d) the Borrower shall have provided reasonably satisfactory evidence that neither it nor any Guarantor is in default with respect to any contractual obligations to which it is a party, the effect of which could reasonably be expected to have a Material Adverse Effect;
(e) the Agent and the Banks shall have completed, and be satisfied with the results of, their due diligence investigations of the Borrower, including without limitation, the Borrower's information systems, premium finance contracts, participation program agreements and litigation;
(f) the Agent and the Banks shall have completed a satisfactory review of all debt instruments, mortgages, indentures and leases to which the Borrower is a party;
(g) simultaneously with the first Loan hereunder, the Borrower shall have repaid all of its obligations under its existing credit facilities with Fleet Bank, N. A., The Bank of New York, Marine Midland Bank, Mellon Bank, N.A. and Atlantic Bank other than those existing loans bearing interest at a rate based on LIBOR and listed on Schedule 5.1 hereto;
(h) the Agent and the Banks shall be satisfied that no event or series of events has occurred that could result in a favorable opinion material adverse change in the business, operations, properties, assets, prospects or condition (financial or otherwise) of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request;; and
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, all legal matters in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion connection with respect this financing shall be satisfactory to the Nextel Collateral as the Agent may request consistent with the Pledge AgreementsBanks and their counsel.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Remaining Banks to make New the Loans constituting the borrowing hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are subject to the condition precedent that the Agent shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date of such Loans each of the following, in form and substance satisfactory to the Agent and its counsel:
(a) the Notes duly executed by the Borrower;
(b) the Security Documents duly executed by the parties thereto;
(c) the Authorization Letter duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Date, attesting to all corporate action taken by the Borrower and Eagle RiverBorrower, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement;
(e) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;
(f) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(g) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Closing Date, in substantially the form of Exhibit D EXHIBIT C and as to such other matters as the Agent or any Bank may reasonably request;
(h) a favorable opinion recently dated certificate of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Secretary of State of the State of Borrower, dated the Effective Date, in substantially the form of Exhibit E and 's formation as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreementsits good standing.
Appears in 1 contract
Documentary Conditions Precedent. The obligations obligation of the Remaining Banks Bank to make New Loans hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, Revolving Credit Loan constituting the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are initial borrowing is subject to the condition precedent that the Agent Bank shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date of such Revolving Credit Loan each of the following, in form and substance satisfactory to the Agent Bank and its counsel:
(a) the Notes Note duly executed by the Borrower;
(b) the Authorization Letter Guaranty duly executed by the Borrowereach Guarantor;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle Rivereach Guarantor, dated the Effective Closing Date, attesting to all corporate action taken by the Borrower and Eagle Rivereach Guarantor, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this AgreementAgreement together with certified copies of the certificate or articles of incorporation and the by laws and any amendments thereto of the Borrower and Guarantor; each such certificate shall be executed by the respective Secretary or Assistant Secretary of the Borrower and Guarantor and shall state that the resolutions and corporate documents thereby certified have not been amended, modified , revoked or rescinded as of the date of the initial borrowing of the Loans;
(ed) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverGuarantor, dated the Effective Closing Date, certifying the names and true signatures of the officers of the Borrower and Guarantor authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower and Guarantor under this Agreement;
(fe) a certificate of the Manager a duly authorized officer of the BorrowerBorrower and Guarantor, dated the Effective Closing Date, stating that the representations and warranties in Article 5 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(gf) a favorable opinion "long form" certificate of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for good standing of the Borrower, dated the Effective Date, in substantially the form of Exhibit D Borrower and as to such other matters as the Agent or any Bank may reasonably requestGuarantor;
(h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(kg) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and Security Agreements duly executed by the parties thereto;
Borrower and Guarantor together with (l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreements.a)
Appears in 1 contract
Documentary Conditions Precedent. The obligations Commitment of the Remaining Banks -------------------------------- Bank to make New Revolving Loans hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are Agreement is subject to the condition precedent that the Agent Borrower shall have received on or before the Effective Date (which shall not be later than August 15, 1997) each of delivered the following, in form and substance satisfactory to the Agent and its counselBank:
(a) a a Revolving Note for the Notes account of the Bank duly executed by the Borrower;
(b) the Authorization Letter duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) b a certificate of the Manager Secretary or Assistant Secretary of the Borrower, dated the Closing Date, attesting on behalf of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, attesting to all corporate action taken by the Borrower and Eagle RiverBorrower, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of this Agreement, the Facility Documents to which it is a party Revolving Note, the Pledge Agreement and each other document to be delivered pursuant to this Agreement;
(e) a certificate of the Manager of the Borrower , and the Secretary or other similar officer of Eagle River, dated the Effective Date, certifying attesting to the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Facility Documents to which it is a party Revolving Note, the Pledge Agreement and the other documents to be delivered by the Borrower under this Agreement;
(f) c a certificate of the Manager a Senior Officer of the Borrower, dated the Effective Closing Date, stating certifying on behalf of the Borrower that (i) the representations and warranties in Article 5 are true true, complete and correct in all material respects on such date as though made on and as of such date and that date, (ii) no event has occurred and is continuing which constitutes a Default or Event of Default, (iii) the Borrower has performed and complied with all agreements and conditions contained in this Agreement which are required to be performed or complied with by the Borrower at or before the Closing Date, and (iv) there has been no material adverse change in the financial condition, operations, Properties, business, or as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, if any, taken as a whole, since September 30, 1997;
(g) d a favorable opinion certificate of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for a Senior Officer of the Borrower, dated the Effective Date, substantially in substantially the form of Exhibit D and as C, which certificate shall include information required --------- to such other matters as establish that the Agent or any Bank may reasonably requestBorrower will be in compliance with the covenants set forth in this Agreement, after giving effect to the transactions contemplated herein;
(h) e a favorable opinion certificate of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel good standing for the Borrower as of a recent date by the Secretary of State of its jurisdiction of incorporation and each state where the Borrower, dated by the Effective Datenature of its business, in substantially is required to qualify to do business, except where the form of Exhibit E and failure to be so qualified would not have a material adverse effect on the financial condition, operations, Properties, business or, as to such other matters far as the Agent or any Bank may Borrower can reasonably requestforesee, prospects of the Borrower and its Subsidiaries, taken as a whole;
(i) f a favorable opinion certificate of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel good standing for the Borrower, dated the Effective Date, in substantially the form USBENEFITS as of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed recent date by the parties theretoSecretary of State of its jurisdiction of incorporation and, if different, its principal place of business;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreements.
Appears in 1 contract
Sources: Credit Agreement (Centris Group Inc)
Documentary Conditions Precedent. The obligations of the Remaining Banks to make New the Loans hereunder and to purchase Old Loans from on or after the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, date hereof are subject to the condition conditions precedent that the Agent that:
(a) each Bank shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date hereof each of the following, in form and substance reasonably satisfactory to the Agent such Bank and its counsel:
(ai) this Agreement and the Notes Note executed in favor of such Bank duly executed by the Borrower;
(b) the Authorization Letter duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary of the Borrower and each of the Secretary or other similar officer of Eagle RiverGuarantors listed on Schedule 5.1A, dated the Effective Closing Date, attesting to all corporate action taken by the Borrower and Eagle Riversuch entity, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the Borrower and each of such Guarantors; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;
(eiii) a certificate of the Manager Secretary of the Borrower and each of the Secretary or other similar officer Guarantors (which in the case of Eagle RiverGuarantors may be in the form of an omnibus certificate), dated the Effective Closing Date, certifying the names and true signatures of the officers of the Borrower such entity authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower such entity under this Agreement;
(fiv) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article 5 6 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(gv) a favorable Guarantees, duly executed by each Guarantor;
(vi) Security Agreements, duly executed by each of the Operating Companies, together with fully executed and completed financing statements on form UCC-1, in proper form for filing in all jurisdictions necessary or, in the reasonable discretion of the Agent, desirable to perfect the security interests granted under the Security Agreements;
(vii) UCC search results identifying all financing statements on file with respect to the Borrower or the Guarantor in such jurisdictions as the Agent requires indicating that no party claims any interest in the property of the Borrower or the Guarantors other than the holders of Permitted Liens;
(viii) results of title searches with respect to such properties of the Borrower and the Guarantor as the Agent requires which shall be satisfactory to the Banks in all respects;
(ix) the Assignments, duly executed by each of the Borrower and the Guarantors in proper form for filing in all jurisdictions necessary or in the reasonable discretion of the Agent, desirable to record the Banks' interest in the leases on the Real Estate Assets;
(x) the Environmental Indemnity Agreement, duly executed by the Borrower and each Guarantor;
(xi) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the BorrowerBorrower and Guarantors, dated the Effective Closing Date, in substantially the form of Exhibit D and as to such other matters as the Agent or any Bank may reasonably requestF;
(hxii) a favorable satisfactory evidence that the Borrower and the Guarantors listed on Schedule 5.1A are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation;
(xiii) audited consolidated balance sheets of the Borrower and the Guarantors as of December 31, 1995, and consolidated income statements and statements of cash flows of the Borrower and the Guarantors for the fiscal year then ended, all prepared in accordance with GAAP, together with the unqualified opinion thereon of Arthur Andersen, LLP, inde▇▇▇▇▇▇t certifie▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇accountants, counsel together with management prepared consolidating balance sheets, income statements and statements of cash flows as of the same date and covering the same fiscal period, and unaudited consolidated and consolidating balance sheet of the Borrower and the Guarantors as at September 30, 1996, together with income statements and statements of cash flows of the Borrower and the Guarantors for the Borrowerfiscal quarter ended September 30, dated 1996 and for the Effective Dateperiod commencing at the end of the previous fiscal year and ending with the end of such quarter, each prepared by or under the supervision of the chief financial officer of the Borrower in accordance with GAAP;
(xiv) evidence that the Borrower and the Guarantors maintain such insurance with respect to their business and properties as would customarily be maintained by similar businesses which are similarly situated;
(xv) satisfactory evidence that neither the Borrower nor any Guarantor is in default with respect to any contractual obligations to which it is a party, the effect of which may be material and adverse to the Borrower or any Operating Company, or the Borrower and the Guarantors, taken as a whole, or to the ability of the Borrower or any Guarantor to perform its obligations hereunder or under the other Facility Documents;
(xvi) a duly executed Borrowing Base Certificate containing information as of September 30, 1996, in substantially form and substance satisfactory to the Banks;
(xvii) a property cash flow analysis in the form of Exhibit E and the property cash flow analysis previously delivered to the Banks confirming information as of June 1, 1996, which shall in all respects be satisfactory to such other matters as the Agent or any Bank may reasonably request;
(i) Banks, together with a favorable opinion certification of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the BorrowerBorrower (A) that no event or circumstance has occurred since June 1, 1996 which would have a material adverse effect on the information contained in such analysis or (B) describing all material changes in such analysis from the date thereof through the date hereof;
(mxviii) a favorable opinion of ▇▇▇▇▇▇▇such other documents, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇instruments, counsel for approvals, opinions and evidence as the Agent, dated the Effective Date, in substantially the form of Exhibit H; andBanks may reasonably require.
(nb) the Borrower shall have paid or caused to be paid to the Banks in full all fees and expenses required to be paid hereunder or in connection herewith, and including all fees and expenses of the Banks incurred in connection with the preparation, execution and delivery of this Agreement and the other Facility Documents and the consummation of the transactions contemplated thereby and all expenses incurred by the Agent pursuant to Subparagraph (g) below;
(c) the Borrower and the Guarantors shall have obtained all consents, permits and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors of their obligations hereunder and such dividend orders consents, permits and notices approvals shall continue in full force and effect;
(d) the Banks shall be satisfied that the proceeds of conversion the initial Loans hereunder shall be applied to pay the Borrower's Existing Bank Debt in full on the date hereof, that all UCC-1 financing statements filed to secure the Borrower's obligations with respect to the Nextel Collateral as Existing Bank Debt shall have been terminated, and that all existing lines of credit in demand facilities of the Borrower and the Guarantor shall be terminated;
(e) the Agent may request consistent shall have been provided with copies of all credit agreements, loan agreements, indentures, mortgages and other documents relating to the extension of credit to the Borrower and shall be satisfied with its review of the foregoing;
(f) the Banks shall be satisfied with the Pledge Agreementsform and content of all Schedules delivered by the Borrower pursuant to this Agreement or any document delivered in connection herewith;
(g) the Agent shall have conducted a physical inspection of no fewer than twenty (20) Eligible Properties and shall be satisfied that such properties are occupied as represented by the Borrower, are in good and workmanlike condition and are otherwise in conformance with the Agent's minimal lending requirements;
(h) the Agent shall have received copies of owner's title insurance policies on each of the properties referred to in subparagraph (g) above;
(i) the Agent shall have verified the nine month Net Operating Income at September 30, 1996 (which shall be annualized and normalized) for each of the properties referred to in subparagraph (g) above, including analysis of future contractual income stream and verification of revenues and expenses;
(j) the Agent shall have completed a review of all leases relating to each of the properties referred to in subparagraph (g) above;
(k) all legal matters in connection with this financing shall be reasonably satisfactory to the Banks and their counsel.
Appears in 1 contract
Sources: Revolving Credit Agreement (United Capital Corp /De/)
Documentary Conditions Precedent. The obligations of the Remaining Banks to make New the Loans constituting the borrowing hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are subject to the condition precedent that the Agent shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date of such Loans each of the following, in form and substance satisfactory to the Agent and its counsel:
(a) the Notes duly executed by the Borrower;
(b) the Security Documents duly executed by the parties thereto;
(c) the Authorization Letter duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Date, attesting to all corporate action taken by the Borrower and Eagle RiverBorrower, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement;
(e) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;
(f) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(g) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Closing Date, in substantially the form of Exhibit D C and as to such other matters as the Agent or any Bank may reasonably request;
(h) a favorable opinion recently dated certificate of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Secretary of State of the State of Borrower, dated the Effective Date, in substantially the form of Exhibit E and 's formation as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreementsits good standing.
Appears in 1 contract
Documentary Conditions Precedent. The obligations obligation of the Remaining Banks each Lender to make New Loans hereunder and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, are its Advance is subject to the condition precedent that the Agent each Lender shall have received on or before the Effective Date (which shall not be later than August 15day of the Advance, 1997) each and in any event on or before July 18, 2003, all of the following, each dated (unless otherwise indicated) as of the date hereof, in form and substance satisfactory to the Agent and its counseleach Lender:
(a) the Notes duly The Notes, properly executed by on behalf of the Borrower;.
(b) the Authorization Letter duly The Pledge Agreement, properly executed by on behalf of the Borrower;.
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel CollateralThe Bonds, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed properly issued by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;Borrower.
(d) a A certificate of the Manager secretary or assistant secretary of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, attesting to all action taken by the Borrower and Eagle River, including action by their respective Managers authorizing (i) certifying that the execution, delivery and performance of the Facility Loan Documents and other documents contemplated hereunder to which it the Borrower is a party and each other document to be delivered pursuant to this Agreement;
(e) a certificate have been duly approved by all necessary action of the Manager board of directors of the Borrower Borrower, and attaching true and correct copies of the Secretary or other similar officer applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of Eagle Riverthe articles of incorporation and bylaws of the Borrower, dated the Effective Datetogether with such copies, and (iii) certifying the names and true signatures of the officers of the Borrower that are authorized to sign the Facility Loan Documents to which it is a party and the other documents to be delivered by contemplated hereunder, together with the true signatures of such officers. The Lenders may conclusively rely on such certificate until they shall receive a further certificate of the secretary or assistant secretary of the Borrower under this Agreement;canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(e) A certificate of good standing of the Borrower from the Secretary of State of the State of Minnesota dated not more than ten days before such date.
(f) a certificate A signed copy of the Manager of the Borrower, dated the Effective Date, stating that the representations and warranties in Article 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(g) a favorable an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated addressed to the Effective Date, Lenders substantially in substantially the form of Exhibit D and E.
(g) All fees required to be paid as of the date hereof pursuant to such this Agreement or any Fee Letter.
(h) Such other matters documents as the Agent or any Bank the Required Lenders may reasonably request;
(h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for deem necessary or advisable in connection with the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies issuance of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge AgreementsBonds.
Appears in 1 contract
Sources: Credit Agreement (Allete Inc)
Documentary Conditions Precedent. The obligations effectiveness of the Remaining Banks to make New Loans hereunder this Agreement and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old make the Loans to constituting the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, initial Borrowing hereunder are subject to the condition precedent that the Agent shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date of such effectiveness and of such Loans each of the following, in form and substance satisfactory to the Agent and its counsel:
(a) the Notes duly executed by the Borrower;
(b) the Authorization Letter Letter, in the form of EXHIBIT 4.01(B) duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Closing Date, attesting to all corporate action taken by the Borrower and Eagle RiverBorrower, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement;
(ed) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Closing Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;
(fe) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article ARTICLE 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(gf) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Closing Date, in substantially the form of Exhibit D EXHIBIT 4.01(F) and as to such other matters as the Agent or any Bank may reasonably request;
(h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(ng) such dividend orders and notices of conversion with respect the upfront fee, payable to the Nextel Collateral as Agent for the Agent may request consistent with account of each Bank, calculated pursuant to the Pledge Agreementsterms of SECTION 2.11.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Remaining Banks to make New the Loans hereunder and to purchase Old Loans from constituting the Departing Banks under Section 4.04, the obligations of the Departing Banks to sell and assign their Old Loans to the Remaining Banks under Section 4.04, and the effectiveness of this Agreement, initial Borrowing are subject to the condition precedent that the Agent shall have received on or before the Effective Date (which shall not be later than August 15, 1997) date of such Loans each of the following, in form and substance satisfactory to the Agent and its counsel:
(a) the Notes duly executed by the Borrower;
(b) the Authorization Letter Letter, in the form of Exhibit 4.01(b) duly executed by the Borrower;
(c) the Pledge Agreements duly executed by each Pledgor together with: (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Closing Date, attesting to all corporate action taken by the Borrower and Eagle RiverBorrower, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement;
(ed) a certificate of the Manager Secretary or Assistant Secretary of the Borrower and the Secretary or other similar officer of Eagle RiverBorrower, dated the Effective Closing Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;
(fe) a certificate of the Manager a duly authorized officer of the Borrower, dated the Effective Closing Date, stating that the representations and warranties in Article 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(gf) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Closing Date, in substantially the form of Exhibit D 4.01(f) and as to such other matters as the Agent or any Bank may reasonably request;
(g) a certificate of Borrower's chief executive officer or treasurer, in the form of Exhibit 4.01(g), to the effect that the Insurance Company Loan Documents have been executed and delivered and are in full force and effect and that Borrower has closed the Insurance Company Financing in accordance with the Insurance Company Loan Documents, all advances scheduled to be made on or before the Closing Date having been made;
(h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the BorrowerPillsbury, dated the Effective Closing Date, in substantially the form of Exhibit E and as 4.01(h), with respect to the matters set forth in such other matters as the Agent or any Bank may reasonably requestExhibit;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇the transactions contemplated pursuant to the Pillsbury Asset Purchase Agreement to be completed prior to the Closing Date shall have been completed and that agreement, counsel for along with the Borrowerother Pillsbury Documents, dated the Effective Date, shall be in substantially the form of Exhibit F full force and as to such other matters as the Agent or any Bank may reasonably requesteffect;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective DateSecurity Agreement, in substantially the form of Exhibit G 4.01(j) ( the "Security Agreement"), duly executed by Borrower and as to such other matters the Agent, as the Collateral Agent or named therein, along with the Consent and Agreement, in the form attached to the Security Agreement (the "Consent and Agreement"), the financing statements and any Bank may reasonably requestother documents required pursuant thereto, duly executed by all parties as required therein;
(k) the Nextel Confirmation and the Nextel Collateral Intercreditor Agreement, each dated in the Effective Date and form of Exhibit 4.01(k) (the "Intercreditor Agreement"), duly executed by each Bank, each Purchaser under the parties thereto;Insurance Company Note Agreement and the Agent, as the Collateral Agent thereunder, and acknowledged by Borrower; and
(l) copies an Agreement Regarding Subordination, in the form of Exhibit 4.01(l) (the "Pillsbury Subordination Agreement"), duly executed by Pillsbury, by the Agent, on behalf of the Purchase AgreementsBanks, and by each Purchaser under the Borrower's Amended and Restated Certificate of Formation and the LLC Insurance Company Note Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;; and
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Datean Agreement Relating to 11 U.S.C. ss. 1111(b), in substantially the form of Exhibit H; and
4.01(m) (n) such dividend orders and notices of conversion with respect to the Nextel Collateral as the Agent may request consistent with the Pledge Agreements."ss. 1111
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Remaining Banks Lenders to make New the Revolving Credit Loans hereunder constituting the initial borrowing and to purchase Old Loans from the Departing Banks under Section 4.04, the obligations of the Departing Banks Issuing Lender to sell and assign their Old Loans to issue the Remaining Banks under Section 4.04, and the effectiveness Letters of this Agreement, Credit are subject to the condition precedent that the Administrative Agent shall have received on or before the Effective Closing Date (which shall not be later than August 15, 1997) each of the following, in form and substance satisfactory to the Administrative Agent and its counsel:
(a) the Notes counterparts of this Agreement duly executed by each of Micro Warehouse, the BorrowerSubsidiary Borrowers, the Subsidiary Guarantors, the Lenders and the Administrative Agent;
(b) the Authorization Letter Revolving Credit Notes duly executed by the respective Borrower;
(c) certificates of the Pledge Agreements duly executed by Secretary or Assistant Secretary of each Pledgor together with: of the Obligors, dated the Closing Date, (i) transfer of the Pledged Collateral by means of (A) in the case of Eligible Nextel Collateral, delivery of stock certificates with duly indorsed stock powers and (B) in the case of Primary Collateral, appropriate instructions to the relevant financial intermediary to transfer such Pledged Collateral into an account at Depositary Trust Company in the name of the Agent's nominee; (ii) custody agreements on the Agent's standard form duly executed by the Borrower and the Third Party Pledgors; (iii) Forms U-1 duly executed by the Borrower and the Third Party Pledgors; and (iv) such other documents with respect thereto as the Agent shall reasonably request;
(d) a certificate of the Manager of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, attesting to all corporate action taken by the Borrower and Eagle Riversuch Obligor, including action by their respective Managers resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement;
, (eii) a certificate of the Manager of the Borrower and the Secretary or other similar officer of Eagle River, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower such Obligor authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower such Obligor under this AgreementAgreement and (iii) verifying that the charter and by-laws (or other analogous documents) of such Obligor attached thereto are true, correct and complete as of the date thereof;
(fd) a certificate of the Manager a duly authorized officer of each of the BorrowerObligors, dated the Effective Closing Date, stating that the representations and warranties in Article 5 6 are true and correct in all material respects on such date as though made on and as of such date, all agreements and conditions required to be performed or complied with by such date have been performed and complied with and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(ge) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for certificates to the Borrower, dated the Effective Date, in substantially the form of Exhibit D good standing or subsistence (or other analogous certificates) and as to such other matters as the Agent or any Bank may reasonably request;
(h) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit E and as to such other matters as the Agent or any Bank may reasonably request;
(i) a favorable opinion of C. ▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, dated the Effective Date, in substantially the form of Exhibit F and as to such other matters as the Agent or any Bank may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇▇ Coie, counsel for the ▇▇▇▇▇ ▇. ▇▇▇▇▇, dated the Effective Date, in substantially the form of Exhibit G and as to such other matters as the Agent or any Bank may reasonably request;
(k) the Nextel Confirmation and the Nextel Collateral Agreement, each dated the Effective Date and duly executed by the parties thereto;
(l) certified copies of the Purchase Agreements, the Borrower's Amended and Restated Certificate of Formation and the LLC Agreement, each as amended to and including the Effective Date, certified as true, correct and complete copies by a duly authorized officer of the Borrower;
(m) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, dated the Effective Date, in substantially the form of Exhibit H; and
(n) such dividend orders and notices of conversion all charter documents with respect to each of the Nextel Collateral Obligors certified by the Secretary of State (or other appropriate Governmental Authority) of its jurisdiction of incorporation and evidence that each of the Obligors is qualified as the Agent may request consistent with the Pledge Agreements.a foreign corporation in every other jurisdiction in which it does business;
Appears in 1 contract