Documentary Conditions Precedent. The obligations of the Lender to make the initial Loan are subject to the condition precedent that the Lender shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender and its counsel: (a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note duly executed by the Borrower; (c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the Guarantor, including 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 by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof; (e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 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; (f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and (h) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), above.
Appears in 2 contracts
Samples: Loan Agreement (Cellularvision Usa Inc), Loan Agreement (Winstar Communications Inc)
Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders, the initial Loan Administrative Agent, the Swingline Bank and the Issuing Bank are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date not later than December 1, 2005 each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts of this Agreement if requested by any Lender prior to such date, a duly executed by each Syndicated Loan Note of the BorrowerParent, the Guarantor MWC and the Luxury, payable in each case to such Lender;
(b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers;
(c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor Parent; and the Lender together with (i) Initial Subsidiary Guarantees, duly executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Initial Subsidiary Guarantors;
(d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorParent, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorParent, including resolutions of its Board of Directors 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 by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its certificate of incorporation and by-laws; (iii) to the names and true signatures of the officers of the Borrower and the Guarantor Parent authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Parent under this Agreement and (iv) to the good standing of the Parent in the State of New York, which shall be evidenced by a certificate of the appropriate Governmental Authority thereof;
(e) a certificate of the Secretary (or equivalent officer) of MWC, dated the Closing Date, attesting (i) to all corporate action taken by MWC, including resolutions of its shareholders and 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 by the Borrower pursuant to this Agreement; (ii) to a true and the Guarantor under this Agreement complete copy of its organizational documents; and (iii) verifying that to the agreement names and true signatures of limited partnership officers of MWC authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by MWC under this Agreement;
(f) a certificate of the Secretary (or equivalent officer) of Luxury, dated the charter Closing Date, attesting (i) to all corporate action taken by Luxury, including resolutions of its shareholders and 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; (ii) to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of officers of Luxury authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Luxury under this Agreement;
(g) a certificate of the Secretary or Assistant Secretary of each Initial Subsidiary Guarantor dated the Closing Date, attesting (i) to all corporate action taken by such Initial Subsidiary Guarantor, including resolutions of its Board of Directors and consents of its members, authorizing the execution, delivery and performance of its Initial Subsidiary Guarantee; (ii) to a true and complete copy of its certificate of incorporation and by-laws, laws or certificate of formation and operating agreement (as appropriate, applicable); (iii) to the names and true signatures of the Borrower officers of such Initial Subsidiary Guarantor authorized to sign its Initial Subsidiary Guarantee and (iv) to the Guarantor attached thereto are truegood standing of such Subsidiary in the state of its organization, correct and complete as which shall be evidenced by a certificate of the date appropriate Governmental Authority thereof;
(eh) a certificate of a duly authorized officer each of the Borrower Parent, MWC and the GuarantorLuxury, dated the Closing Date, stating that the representations and warranties in Article 4 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 an Event of Default;
(fi) good standing certificatesopinions of domestic counsel for the Parent, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower Foreign Subsidiary Borrowers and the Guarantor certified by Initial Subsidiary Guarantors (Xxxxxxx X. Xxxxxx, Esq. and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP), dated the appropriate public official Closing Date, in substantially the forms of its jurisdiction of incorporationExhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the Administrative Agent, and evidence that any Lender, the Borrower and Swingline Bank or the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businessIssuing Bank may reasonably request;
(gj) a favorable an opinion of Xxxxxxx Xxxx & Xxxxxxxxx, Swiss counsel to each of for the ObligorsForeign Subsidiary Borrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request;
(k) evidence that the Parent has paid in full (i) all fees that are required to be paid by the Parent to the Lenders on the Closing Date; and (ii) the reasonable and documented fees and disbursements of New York and Swiss counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement;
(l) evidence that (i) the Borrowers have paid in full all amounts owing under the Credit Agreement dated as of June 17, 2003 among the Parent, Concord Watch Company, S.A., MWC, the lenders party thereto and JPMCB, as administrative agent, swingline bank and issuing bank, (ii) all commitments of such lenders thereunder have terminated and (iii) all letters of credit issued thereunder have been terminated, replaced or continued under this Agreement; and
(hm) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Movado Group Inc)
Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the initial Loan are Revolving Loans is subject to the condition conditions precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel:
(a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender;
(b) a Note duly executed by the BorrowerBorrowers;
(cb) the Security Agreement duly executed by the BorrowerBorrowers, the Guarantor and the Lender together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to the Borrowers in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrowers, indicating that no party claims an interest in any of the Borrower; Collateral (iiias defined in the Security Agreement);
(c) certificates representing all evidence that TransAct has concluded the Initial Public Offering at an offering price of the outstanding limited partnership interests not less than $8.50 per share for 1,150,000 shares of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)its Common Stock;
(d) certificates the Opening Balance Sheet;
(e) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorBorrower, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including 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 by the Borrower and the Guarantor pursuant to this AgreementAgreement and certifying copies of the Certificate of Incorporation and by-laws of such Borrower;
(f) a certificate of the Secretary or Assistant Secretary of each Borrower, (ii) dated the Closing Date, certifying the names and true signatures of the officers of the such Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the such Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof;Agreement; 19 18
(eg) a certificate of a duly authorized officer of the Borrower and the Guarantoreach Borrower, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, 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;
(fh) an Environmental Indemnification Agreement duly signed by the Borrowers in form and substance satisfactory to the Bank;
(i) a certificate of good standing certificates, tax good standing certificates, for each Borrower from the Secretary of the State of the state in which such Borrower is incorporated and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does such Borrower is qualified to do business;
(gj) evidence of satisfaction by the TransAct of the Tridex Loan;
(k) evidence of satisfaction by Tridex of the indebtedness outstanding under the Term Loan and under the Revolver;
(l) payment by the Borrowers to the Bank of the Closing Fee and all other expenses and fees incurred by the Bank;
(m) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C D and as to such other matters as the Lender Bank may reasonably request;
(n) a copy of the final prospectus on Form S-1;
(o) copies of all instruments evidencing any Subordinated Debt of any Borrower and a satisfactory review of the same;
(p) the Subordination Agreement duly executed by the parties thereto;
(q) evidence of no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of any Borrower or any of their respective Subsidiaries since the date of the commitment letter; and
(hr) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Revolving Loans of this type.
Appears in 1 contract
Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the Loan or enter into the Foreign Exchange Transaction constituting the initial Loan are Borrowing is subject to the condition precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel:
(a) counterparts of this Agreement the Notes duly executed by each of the Borrower, the Guarantor and the LenderBorrowers;
(b) a Note the Pledge Agreement and the Pledge Agreement Amendment duly executed by the BorrowerParent together with (i) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, and (ii) evidence that all other actions necessary or, in the opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken;
(c) the Security Cash Bases GB Pledge Agreement duly executed by the BorrowerParent and such other items as are necessary or, in the Guarantor opinion of the Bank, desirable to perfect its security interest in the stock of Cash Bases GB;
(d) the Security Agreement and the Lender Security Agreement Amendment duly executed by the Borrowers, together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to any Borrower in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrowers, indicating that no party claims an interest in any of the Borrower; Collateral (iii) certificates representing all of as defined in the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iiiSecurity Agreement);
(de) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorBorrower, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including 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 by the Borrower and the Guarantor pursuant to this AgreementAgreement and certifying copies of the Certificate of Incorporation and by-laws of such Borrower;
(f) a certificate of the Secretary or Assistant Secretary of each Borrower, (ii) dated the Closing Date, certifying the names and true signatures of the officers of the such Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the such Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement;
(eg) a certificate of a duly authorized officer of the Borrower and the Guarantoreach Borrower, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, 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;
(fh) an Environmental Indemnification Agreement duly signed by the Borrowers in form and substance satisfactory to the Bank;
(i) a certificate of good standing certificates, tax good standing certificates, for each Borrower from the Secretary of the State of the state in which such Borrower is incorporated and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businesseach Borrower is qualified to do business and equivalent certificates for Cash Bases GB;
(gj) payment by the Borrowers to the Bank of the advisory fee and all other expenses and fees incurred by the Bank;
(k) a Borrowing Base Certificate setting forth the Borrowing Base within 5 days prior to closing;
(l) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C E and as to such other matters as the Lender Bank may reasonably request;
(m) evidence of satisfactory capitalization of the Borrowers and Cash Bases GB, solvency of each Borrower and Cash Bases GB, and certified fair value balance sheets demonstrating the solvency of each Borrower;
(n) copies of all Subordinated Debt of any Borrower and a satisfactory review of the same;
(o) an intercreditor agreement between IBM Credit Corporation and the Bank regarding Liens on assets of Ultimate Technology Corporation, in form and substance satisfactory to the Bank;
(p) evidence of no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of any Borrower, Cash Bases GB or any of their respective Subsidiaries since the date of the commitment letter; and
(hq) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Loans of this type.
Appears in 1 contract
Samples: Credit Agreement (Tridex Corp)
Documentary Conditions Precedent. The obligations of the Lender Lenders to make the Revolving Credit Loans constituting the initial Loan borrowing and of the Issuing Lender to issue the Letters of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before March 27, 1998 (the Closing Date "Effective Date") each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts of this Agreement duly executed by each of the BorrowerMicro Warehouse, the Guarantor Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders and the LenderAdministrative Agent;
(b) a Note duly new Revolving Credit Notes executed by the Borrowereach of Micro Warehouse and Micro Warehouse Limited;
(c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii);
(d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorObligors, dated the Closing Effective Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorObligor, including 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 by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor such Obligor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Obligor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws (or other analogous documents) of the Borrower and the Guarantor such Obligor attached thereto are true, correct and complete as of the date thereof;
(ed) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 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;
(f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business;
(g) a favorable an opinion of Xxxxxxx Xxxx Lev, Berlin & XxxxxxxxxXxxx, P.C., outside counsel to each of the ObligorsConsolidated Entities, dated the Closing Effective Date, in substantially the form of Exhibit C A and as to such other matters as the Administrative Agent or any Lender may reasonably request;
(e) an opinion of Courts & Co, United Kingdom counsel to Micro Warehouse Limited, dated the Effective Date, in substantially the form of Exhibit B; and
(hf) certified complete and correct copies of all financial statements described in Section 6.05 (including, without limitation, the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations 1998 budget of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (eConsolidated Entities dated March 13, 1998), above.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Lender Banks to make the Loans constituting the initial Loan borrowing and of the Issuing Bank to issue the initial Letter of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts of this Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Co-Borrowers, the Banks and the LenderAdministrative Agent;
(b) a Note the Revolving Credit Notes duly executed by the Borrower;
(c) the Security Term Notes duly executed by the Borrower and the respective Subsidiary Co-Borrower;
(d) the Multicare Guaranty duly executed by each of the Obligors;
(e) the Intercreditor Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Guarantors, the Banks, the Administrative Agent, the ADS Lease Banks, the ADS Lease Agent, the ADS Lessor and the Lender together Collateral Agent;
(f) the Mortgages duly executed by PHC Operating Corp. or Providence Health Care, Inc., respectively;
(g) the Security Agreement and the Pledge Agreement duly executed by each of the Obligors and the Collateral Agent;
(h) [Intentionally Omitted];
(i) commitments to issue endorsements to each policy of mortgagee title insurance with respect to each of the Health Care Facilities owned by PHC Operating Corp. or Providence Health Care, Inc. insuring the fully perfected and first priority Lien of the Collateral Agent in such Health Care Facility;
(i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed or to be filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderSecured Parties, desirable to perfect the security interests created by the Security Agreement and the Pledge Agreement; (ii) executed copies of the Lender assignment statements (UCC-3) to be filed under the Uniform Commercial Code of all jurisdictions necessary to assign the security interest of The Chase Manhattan Bank, N.A., as Agent, in and to the Collateral described in to the Security AgreementCollateral Agent; (iiiii) executed copies of the termination statements (UCC-3) to be filed under the Uniform Commercial Code of all jurisdictions necessary to terminate the security interests of all other Persons in and to the Collateral; and (iv) copies of searches identifying all of the financing statements on file with respect to each of the Obligors in all jurisdictions referred to under (i) of this Section 5.01(j);
(i) stock certificates representing all of the outstanding capital stock of CellularVision Capital Corp., a New Jersey corporation held by each Obligor in each other Person in which is the sole general partner such Obligor holds an interest together with undated stock powers executed in blank; (ii) evidence of the Borrowerregistration of the pledge of all partnership interests and limited liability company interests held by each Obligor in each other Person in which such Obligor holds an interest (to the extent that such interest is pledged under the Pledge Agreement); and (iii) promissory notes or other instruments held by each Obligor in suitable form for transfer by endorsement and delivery;
(l) certificates or other evidence of casualty insurance policies with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates or other evidence of liability insurance with appropriate endorsements indicating the coverage of the Collateral Agent for the ratable benefit of the Secured Parties as an additional insured;
(i) the ADS Mortgages duly executed by each of the ADS Lessees and the ADS Lessor and the ADS Assignment of Lease duly executed by the ADS Lessor; (ii) commitments to issue policies of mortgagee title insurance with respect to each ADS Mortgaged Property insuring the fully perfected and first priority Lien of the Collateral Agent in such ADS Mortgaged Property; (iii) certificates representing all a survey of each ADS Mortgaged Property certified to the outstanding limited partnership interests Secured Parties by a surveyor reasonably satisfactory to the Secured Parties containing the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys; (iv) an independent appraisal from a state certified appraiser engaged by the Secured Parties indicating the fair market value of the Borrowereach ADS Mortgaged Property; and (ivv) stock powers executed in blank an environmental site assessment report certified to the Secured Parties by a consultant reasonably satisfactory to the holders of the preceding items (ii) and (iii)Secured Parties with respect to each ADS Mortgaged Property;
(dn) certificates of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorConsolidated Entities, dated the Closing Date, (i) attesting to all corporate corporate, partnership or limited liability company action taken by such Borrower and the GuarantorConsolidated Entity, including resolutions of its Board of Directors, the Board of Directors of its general partner or its Board of Managers 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 by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor such Consolidated Entity authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Consolidated Entity under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws or partnership or operating agreement of the Borrower and the Guarantor such Consolidated Entity attached thereto are true, correct and complete as of the date thereof;
(eo) a certificate of a duly authorized officer of each of the Borrower and the GuarantorObligors, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct in all material respects 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;
(fp) a certificate of a duly authorized officer of the Borrower, dated the Closing Date, attaching true and complete copies of all material consents, authorizations and filings made under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument relating to the ADS Acquisition or the ADS Synthetic Lease, as reasonably requested by the Administrative Agent;
(q) good standing certificates, tax good standing certificates, and certified copies of all charter documents certificates with respect to the Borrower and the Guarantor certified each Consolidated Entity issued by the appropriate public official Secretary of State of its jurisdiction of incorporation, organization and evidence that each of the Borrower and the Guarantor each Consolidated Entities is qualified as a foreign limited corporation, partnership or corporation limited liability company in every other jurisdiction in which it does business;
(gr) a favorable opinion of Xxxxxxx Xxxx Paul, Weiss, Xxfkind, Wharton & XxxxxxxxxGxxxxxxx, counsel oxxxxxx xounsel to each of the ObligorsConsolidated Entities, dated the Closing Date, in substantially the form of Exhibit C E and as to such other matters as the Lender Administrative Agent or any Bank may reasonably request;
(s) favorable opinions of (i) Benesch, Friedlander, Coplan & Arxxxxx, (ix) Xxxxe, Morris & Heckscher, (iii) Katten, Muchin & Zavis, (iv) Miller, Eggxxxxxx & Xxxxxx, Ltd., (x) Murphy & Dexxxxx, S.C., (vi) Ropes & Gray, (vii) Xxxptoe & Johnson, (vxxx) Xxsman, Dufxx & Xxxxxxxx and (ix) Wolff & Samxxx, locxx xxxnsel to each of the Consolidated Entities, dated the Closing Date, in substantially the form of Exhibit F and as to such other matters as the Secured Parties may request;
(t) certified complete and correct copies of each of the financial statements referred to in Section 6.05;
(u) evidence that all actions to consummate, complete and effectuate the ADS Acquisition and the ADS Synthetic Lease shall have been taken to be accompanied by favorable opinions of Goulston & Storrs, counsel to the ADS Seller Entities and the ADS Owner Parties;
(v) evidence of the repayment of all Debt outstanding to any ADS Seller Entity (other than the Debt described in Schedule IV) and the release of all collateral granted in connection therewith including, without limitation, all amounts owed to (i) BayBank Boston, N.A., (ii) Fleet Bank of Massachusetts, N.A. (now known as Fleet National Bank), (iii) Northmark Bank and (iv) Enterprise Bank and Trust Company;
(w) certified complete and correct copies of the ADS Acquisition Documents, the ADS Synthetic Lease Documents and all Credit Arrangements, Operating Agreements, Participation Agreements and Licenses of the ADS Seller Entities; and
(hx) a borrowing notice of the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject relating to the condition precedent that the Lender shall have received on or before the date such Loan is Loans to be advanced made and the Letters of Credit to be issued on the Closing Date together with a certificate letter from the Borrower containing wire transfer instructions and account information relating to the effect set forth funds to be made available by the Banks to the Borrower on the Closing Date. On the Closing Date, the Banks party to the Existing Credit Agreement shall surrender to the Borrower the Existing Notes held by them under the Existing Credit Agreement, in paragraph (e), aboveeach case marked "Replaced".
Appears in 1 contract
Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the initial Loan are Loans is subject to the condition conditions precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel:
(a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender;
(b) a Note duly executed by the Borrower;
(cb) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender Borrower together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to the Borrower in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrower, indicating that no party claims an interest in any of the Borrower; Collateral (iiias defined in the Security Agreement);
(c) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers Guaranty duly executed in blank by the holders of the preceding items (ii) and (iii)Guarantors;
(d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the each Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by the Borrower or such Borrower and the Guarantor, including 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 by pursuant to this Agreement and certifying copies of the Certificate of Incorporation and by-laws of the Borrower or such Guarantor;
(e) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, dated the Guarantor pursuant to this AgreementClosing Date, (ii) certifying the names and true signatures of the officers of the Borrower and the or such Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the or such Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement;
(ef) a certificate of a duly authorized officer of the Borrower and the each Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, 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;
(fg) an Environmental Indemnification Agreement duly signed by the Borrower in form and substance satisfactory to the Bank;
(h) a certificate of good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to for the Borrower and each Guarantor from the Guarantor certified by Secretary of the appropriate public official State of its jurisdiction of incorporation, and evidence that the state in which the Borrower or such Guarantor is incorporated and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does the Borrower or such Guarantor is qualified to do business;
(gi) payment by the Borrower to the Bank of the facility fee as required by Section 2.12(b), and all other expenses and fees incurred by the Bank;
(j) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of for the ObligorsBorrower, dated the Closing Date, in substantially form and substance reasonably satisfactory to the form Bank;
(k) copies of Exhibit C all instruments evidencing any Subordinated Debt of the Borrower and a satisfactory review of the same;
(l) evidence of liability and property insurance coverage satisfactory to the Bank and naming the Bank as to such other matters as a loss payee and an additional insured;
(m) evidence of no material adverse change in the Lender may reasonably requestbusiness, management, operations, properties, prospects or condition (financial or otherwise) of the Borrower or any of their respective Subsidiaries since the date of the commitment letter; and
(hn) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Loans of this type.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Lender Lenders to make the Loans constituting the initial Loan borrowing and of the Issuing Lender to issue the initial Letter of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts of this Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the LenderAdministrative Agent;
(b) a Note the Swingline Notes duly executed by the Subsidiary Borrower;
(c) evidence that all actions necessary or appropriate (or, in any event, as may be requested by the Administrative Agent) to create, perfect or protect the Liens created or purported to be created by the Security Agreement duly executed by the BorrowerAgreement, the Guarantor Intellectual Property Security Agreement and the Lender together with Pledge Agreement have been taken including, without limitation, (i) executed copies the execution of the financing statements (UCC-1) in recordable form necessary for filing under by the Uniform Commercial Code of all jurisdictions necessary orNew Subsidiary Guarantor, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) the execution of supplements to the Intellectual Property Security Agreement by each of the Obligors, (iii) the delivery of stock certificates representing all of the capital stock of CellularVision outstanding Capital Corp., a New Jersey corporation which is the sole general partner Stock of the Borrower; (iii) certificates New Subsidiary Guarantor held by the Borrower and representing all 65% of the outstanding limited partnership interests voting Capital Stock of the Borrower; and (iv) Subsidiary Borrower together with undated stock powers executed in blank blank, (iv) the delivery of a secured promissory note in a principal amount not less than $10,000,000 (representing advances made by the holders Borrower to the Subsidiary Borrower to acquire substantially all of the preceding items assets of Old ETP) in suitable form for transfer by endorsement and delivery and the assignment of all collateral granted in connection therewith, (iiv) a secured promissory note representing all loans and advances by the Borrower to the New Subsidiary Guarantor in suitable form for transfer by endorsement and delivery and the assignment of all collateral granted in connection therewith and (iii)vi) all promissory notes representing all loans and advances by the Borrower to NextWave or DCR in suitable form for transfer by endorsement and delivery;
(d) evidence that the Subordination Agreement shall have been amended to increase the maximum permissible "Senior Debt" to an amount not less than $22,500,000;
(e) certificates or other evidence of casualty and business interruption insurance policies covering all of the Secretary Property subject to the Lien of the Administrative Agent under the Security Documents with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Administrative Agent and certificates or Assistant other evidence of liability insurance with appropriate endorsements indicating the coverage of the Administrative Agent as an additional insured, in each case containing endorsements requiring at least 30 days prior written notice to the Administrative Agent of noncancellation, nonrenewal or other material change and which shall provide such other terms and conditions as the Administrative Agent may reasonably require;
(f) a certificate of the Secretary of each of the Borrower and the Guarantor, Obligors dated the Closing Date, (i) attesting to all corporate or limited liability company action taken by such Borrower and the GuarantorObligor, including resolutions of its Board of Directors or Members Committee 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 by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof;
(e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 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;
(f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business;
(g) a favorable legal opinion of Xxxxxxx Xxxx & XxxxxxxxxPetex Xxxxxx, counsel Xxq., General Counsel to each of the Obligors, dated the Closing DateLCC Consolidated Entities, in substantially the form of Exhibit C EXHIBIT C1 and as to such other matters as the Lender Administrative Agent may reasonably request;
(h) a legal opinion of Wikborg, Rein & Co., Norwegian counsel to the Subsidiary Borrower, in substantially the form of EXHIBIT C2 and as to such other matters as the Administrative Agent may reasonably request;
(i) evidence of the repayment in full of all indebtedness owed to DNB Bank, Norway under that certain line of credit entered into with Old ETP and assumed by the Subsidiary Borrower and the release or assignment of all collateral granted in connection therewith;
(j) certified complete and correct copies of the ETP Acquisition Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof);
(k) certified complete and correct copies of each of the financial statements referred to in Section 6.05; and
(hl) an initial borrowing notice of the Borrower shall have made arrangements with its existing creditors or the Subsidiary Borrower, as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject applicable, relating to the condition precedent that the Lender shall have received on or before the date such Loan is Loans to be advanced made and the Letters of Credit to be issued on the Closing Date together with a certificate letter from such Person containing wire transfer instructions and account information relating to the effect set forth in paragraph (e)funds to be made available by the Lenders to the Borrower or the Subsidiary Borrower, aboveas applicable, on the Closing Date.
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Lender Banks to make the initial Loan Revolving Credit Loans on or after the date hereof are subject to the condition conditions precedent that the Lender that:
(a) each Bank shall have received on or before the Closing Date date hereof each of the following, in form and substance reasonably satisfactory to the Lender such Bank and its counsel:
(ai) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender;
(b) a Note duly executed by the Borrower;
(cii) in the Security Agreement case of each Bank, the Revolving Credit Note executed in favor of such Bank duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; ;
(iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii);
(d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and each of the GuarantorGuarantors listed on Schedule 5.1(a), dated the Closing Date, (i) attesting to all necessary corporate action taken by such Borrower and the Guarantorentity, including 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 by the Borrower and the Guarantor 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;
(iiiv) a certificate of the Secretary of the Borrower and each of the Guarantors (which in the case of Guarantors may be in the form of an omnibus certificate), dated the Closing Date, certifying the names and true signatures of the officers of the Borrower and the Guarantor such entity authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such entity under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement;
(ev) a certificate of a duly authorized officer of the Borrower and the GuarantorBorrower, dated the Closing Date, stating that the representations and warranties in Article 4 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;
(fvi) good standing certificatesGuarantees, tax good standing certificatesduly executed by each Guarantor;
(vii) a Security Agreement, duly executed by each of the Operating Companies, together with fully executed and certified copies 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;
(viii) UCC search results identifying all charter documents financing statements on file with respect to the Borrower and or the Guarantor certified by Guarantors in such jurisdictions as the appropriate public official Agent requires as set forth on Schedule 5.1(b) hereto, indicating that no party claims any interest in the property of its jurisdiction of incorporation, and evidence that the Borrower and or the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business;
(g) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and
(h) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan Guarantors other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), above.holders of Permitted Liens;
Appears in 1 contract
Documentary Conditions Precedent. The obligations of the Lender -------------------------------- Initial Lenders to make the Loans constituting the initial Loan borrowings are subject to the condition precedent that the Lender shall have received on or before the Closing Effective Date each of the following, following documents shall have been delivered to the Agent in form and substance reasonably satisfactory to the Lender Agent and its counsel, and each of the following actions shall have been performed to the satisfaction of the Agent and its counsel:
(a) counterparts of this Agreement The Agent shall have received the Facility Documents duly executed by each of the Borrowerparties thereto, the Guarantor and the Lenderin full force and effect;
(b) The Agent shall have received a Note duly executed by certificate of the Borrower;
(c) the Security Agreement duly executed by Clerk or Assistant Clerk of the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii);
(d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, dated the Closing Effective Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it the Borrower is a party and each other document to be executed and delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) Agreement and certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents and the other documents to be executed and delivered by the Borrower under this Agreement;
(c) The Agent shall have received a certificate of the Secretary or Assistant Secretary (or equivalent) of the Subsidiary Guarantor, dated the Effective Date, attesting to all corporate action taken by the Subsidiary Guarantor, including resolutions of their Board of Directors (or equivalent) authorizing the execution, delivery and performance of the Facility Documents to which it the Subsidiary Guarantor is a party and each other document to be executed and delivered by the Borrower Subsidiary Guarantor pursuant to this Agreement and certifying the names and true signatures of the officers of the Subsidiary Guarantor authorized to sign the Facility Documents and the other documents to be executed and delivered by the Subsidiary Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement;
(ed) The Agent shall have received a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Effective Date, stating that the representations and warranties in Article 4 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;
(fe) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business;
The Agent shall have received (gi) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to each of for the ObligorsBorrower and the Subsidiary Guarantor, dated the Closing Effective Date, in substantially the form of Exhibit C H hereto, and covering such other matters --------- as to the Agent or any Lender may reasonably request, and (ii) a favorable opinion of local Irish counsel for Advanced Component Technologies Limited regarding the pledge of the Borrower's equity in Advanced Component Technologies Limited and covering such other matters as the Agent or any Lender may reasonably request; and;
(f) The Agent shall have received a certificate of a duly authorized officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries after giving effect to the funding of the initial Loans.
(g) The Agent shall have received insurance certificates in form satisfactory to the Agent evidencing casualty, all-risk, product liability and other insurance having coverages and issued by insurance companies satisfactory to the Agent and naming the Agent as a lender's loss payee and (as appropriate) an additional insured.
(h) The Agent shall have received an initial Borrowing Base Certificate, remittance, debit and credit reports, and a statement of accounts in a form acceptable to the Agent with respect to the Borrower and consistent with the requirements of (S) 6.09 hereof, dated as of not more than 30 days prior to the date of the Loan;
(i) The Agent shall be satisfied that the Borrower has on the Effective Date and will continue to have on the Banking Day subsequent to the Effective Date, in each case after giving effect to the funding of the initial Revolving Credit Loans, Availability equal to or exceeding $6,000,000;
(j) The Borrower shall have made arrangements delivered to the Agent evidence reasonably satisfactory to the Agent that the Leased Premises do not pose a violation of any Environmental Laws or any liability to the Borrower under any Environmental Laws;
(k) The Agent shall be satisfied with its existing creditors as the Lender shall deem appropriate. The obligations due diligence review of the Lender to make a Loan other than Borrower and its Subsidiaries, including, but not limited to, satisfactory review by the initial Loan Agent of the projections of the Borrower and its Subsidiaries;
(l) The Agent shall be subject satisfied with its review of (i) estimated closing balance sheets for the Borrower and its Subsidiaries (including all Foreign Subsidiaries), prepared in accordance with GAAP, and (ii) consolidated and consolidating monthly profit and loss statements, balance sheets and cash flow projections for the Borrower and its Subsidiaries (including all Foreign Subsidiaries), prepared in accordance with GAAP, for the 12-month period from the Closing Date forward, and on an annual basis for Fiscal Years ending December 31, 1999 and December 31, 2000;
(m) The Borrower shall have delivered to the condition precedent that Agent a schedule of all fixed assets of the Lender Credit Parties with a value greater than or equal to $250,000 (which schedule shall have received on or before identify the date net book value of such Loan is to be advanced a certificate to assets and identify the effect set forth in paragraph (eamounts of all liens and the identities of lien holders), above.;
Appears in 1 contract
Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders, the initial Loan Administrative Agent, the Swingline Bank and the Issuing Bank are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts the Syndicated Loan Notes of this Agreement the Parent and the Swingline Loan Note, duly executed by each of the Borrower, the Guarantor Parent; and the LenderSyndicated Loan Notes of Concord, duly executed by Concord; and the Syndicated Loan Notes of MWC, duly executed by MWC;
(b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers;
(c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor Parent; and the Lender together with (i) Initial Subsidiary Guarantees, duly executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items Initial Subsidiary Guarantors (ii) and (iiirespectively);
(d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorParent, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorParent, including resolutions of its Board of Directors 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 by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its certificate of incorporation and by-laws; and (iii) to the names and true signatures of the officers of the Borrower and the Guarantor Parent authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Parent under this Agreement;
(e) a certificate of the Secretary (or equivalent officer) of Concord, dated the Closing Date, attesting (i) to all corporate action taken by Concord, including 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 by the Borrower pursuant to this Agreement; (ii) to a true and the Guarantor under this Agreement complete copy of its certificate of incorporation and by-laws (or equivalent charter documents); and (iii) verifying that to the agreement names and true signatures of limited partnership officers of Concord authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Concord under this Agreement;
(f) a certificate of the Secretary (or equivalent officer) of MWC, dated the charter Closing Date, attesting (i) to all corporate action taken by MWC, including 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; (ii) to a true and complete copy of its certificate of incorporation and by-laws, as appropriate, ; and (iii) to the names and true signatures of officers of MWC authorized to sign the Borrower Facility Documents to which it is a party and the Guarantor attached thereto are true, correct and complete as of the date thereofother documents to be delivered by MWC under this Agreement;
(eg) a certificate of the Secretary or Assistant Secretary of each Initial Subsidiary Guarantor dated the Closing Date, attesting (i) to all corporate action taken by such Initial Subsidiary Guarantor, including resolutions of its Board of Directors and consents of its members, authorizing the execution, delivery and performance of its Initial Subsidiary Guarantee; (ii) to a duly authorized officer true and complete copy of its certificate of incorporation and by-laws or certificate of formation and operating agreement (as applicable); and (iii) to the names and true signatures of the Borrower officers of such Initial Subsidiary Guarantor authorized to sign its Initial Subsidiary Guarantee;
(h) a certificate of each of the Parent, Concord and the GuarantorMWC, dated the Closing Date, stating that the representations and warranties in Article 4 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 an Event of Default;
(fi) good standing certificatesfavorable opinions of domestic counsel for the Parent, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower Foreign Subsidiary Borrowers and the Guarantor certified by Initial Subsidiary Guarantors (Timothy F. Michno, Esq. and Paul, Xxxxx, Xxxxxxx, Wharton & Gxxxxson LLP), dated thx Xxxxxng Xxxx, xx substantially the appropriate public official forms of its jurisdiction of incorporationExhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the Administrative Agent, and evidence that any Lender, the Borrower and Swingline Bank or the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businessIssuing Bank may reasonably request;
(gj) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, Swiss counsel to each of for the ObligorsForeign Subsidiary Borrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request;
(k) evidence that the Parent has paid in full (i) all amounts owing under the Credit Agreement referred to in Section 2.15; (ii) all Fees that are required to be paid on the Closing Date, and all other fees that are required (pursuant to the Fee Letter) to be paid to the Lenders on the Closing Date; and (iii) the reasonable fee and disbursements of counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement; and
(hl) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Movado Group Inc)
Documentary Conditions Precedent. The obligations of the Lender Banks to make the Loans or the obligation of the Issuing Bank to issue any Letter of Credit constituting the initial Loan borrowing are subject to the condition precedent that the Lender Agent shall have received on or before the Closing Date date of such Loans or such issuance of any Letter of Credit each of the following, in form and substance reasonably satisfactory to the Lender Agent and its counsel:
(a) counterparts of this Agreement the Notes duly executed by each of the Borrower, the Guarantor and the LenderBorrowers;
(b) a Note the Authorization Letter duly executed by the BorrowerBorrowers;
(c) the Guaranty duly executed by the Guarantors;
(d) the Security Agreement duly executed by the each Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) duly executed and in recordable proper form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderAgent or any Bank, desirable desirable, to perfect the security interests created by the Security Agreement; and (ii) certified copies of requests for information identifying all of the Lender in and financing statements on file with respect to the debtors in all jurisdictions referred to under (i), indicating that no party claims an interest in any of the Collateral described (as defined in the Security Agreement; );
(iie) stock the Pledge Agreements duly executed by the Borrowers named therein and the Stockholder together with certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) Pledged Shares referred to therein accompanied by undated stock powers executed in blank by the holders of the preceding items (ii) and (iii);
(d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantororiginal notes or other evidences of indebtedness with respect to the Pledged Debt referred to therein, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the Guarantor, including 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 by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof;
(e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties endorsed in Article 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 Defaultblank;
(f) good standing certificates, tax good standing certificates, evidence of the continued existence and certified copies maintenance of all charter documents the lockbox maintained at Harrxx Xxxk and Trust and satisfactory review and approval of the agreements delivered in connection with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businesssuch lockbox;
(g) a favorable opinion the Assignment of Xxxxxxx Xxxx & XxxxxxxxxDeposit Accounts, counsel duly executed by the Borrowers and consented to each of by the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; andfinancial institution;
(h) the Borrower shall have made arrangements with its existing creditors as Cash Collateral Account Agreement duly executed by the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), above.Borrowers;
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Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders and the initial Loan Administrative Agent are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date not later than December 1, 2005 each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel:
(a) counterparts if requested by any Lender prior to such date, a duly executed Note of this Agreement executed by MWC and Luxury, payable in each of the Borrower, the Guarantor and the case to such Lender;
(b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers;
(c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Parent;
(d) certificates a certificate of the Secretary (or Assistant Secretary equivalent officer) of each of the Borrower and the GuarantorMWC, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorMWC, including resolutions of its shareholders and its Board of Directors 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 by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of the officers of the Borrower and the Guarantor MWC authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by MWC under this Agreement;
(e) a certificate of the Secretary (or equivalent officer) of Luxury, dated the Closing Date, attesting (i) to all corporate action taken by Luxury, including resolutions of its shareholders and 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; (ii) to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of officers of Luxury authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Luxury under this Agreement;
(f) a certificate of the Secretary or Assistant Secretary of the Parent, dated the Closing Date, attesting (i) to all corporate action taken by the Borrower Parent, including 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; (ii) to a true and complete copy of its certificate of incorporation and by-laws; (iii) to the names and true signatures of officers of the Parent authorized to sign the Facility Documents to which it is a party and the Guarantor other documents to be delivered by the Parent under this Agreement and (iiiiv) verifying that to the agreement of limited partnership or the charter and by-laws, as appropriate, good standing of the Borrower and Parent in the Guarantor attached thereto are trueState of New York, correct and complete as which shall be evidenced by a certificate of the date appropriate Governmental Authority thereof;
(eg) a certificate of a duly authorized officer each of the Borrower Parent, MWC and the GuarantorLuxury, dated the Closing Date, stating that the representations and warranties in Article 4 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 an Event of Default;
(fh) good standing certificatesopinions of counsel for the Borrowers (Xxxxxxx X. Xxxxxx, tax good standing certificatesEsq. and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP), dated the Closing Date, in substantially the forms of Exhibit C-1 and certified copies of all charter documents with respect Exhibit C-2 (respectively) and as to such other matters as the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership Administrative Agent or corporation in every other jurisdiction in which it does businessany Lender may reasonably request;
(gi) a favorable an opinion of Xxxxxxx Xxxx & Xxxxxxxxx, Swiss counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request;
(j) evidence that the Borrowers have paid in full (i) all fees that are required to be paid by the Borrowers to the Lenders on the Closing Date; and (ii) the reasonable and documented fees and disbursements of New York and Swiss counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement; and
(hk) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.
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Samples: Credit Agreement (Movado Group Inc)
