Initial Advances. The Lenders shall not be required to make Loans on the Transaction Closing Date unless: (a) On or prior to the Closing Date, the Borrower shall have furnished to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) Counterparts of this Agreement and to the extent requested by any Lender at least five Business Days prior to the Closing Date, a promissory note in substantially the form of Exhibit I issued to such Lender, in each case duly executed by each party hereto or thereto; (ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto; (iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation; (iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it; (v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company; (vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and (vii) The Borrower and each of the Guarantors shall have provided the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five business days prior to the Closing Date; and (b) All fees due to the Administrative Agent, the Arrangers and the Lenders under the Fee Letter, and all expenses to be paid or reimbursed to the Administrative Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Transaction Closing Date shall have been paid, in each case, from the proceeds of the initial funding under the applicable Transaction Facilities.
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Initial Advances. The Lenders shall not be required obligation of each Lender to make Loans on the Transaction Closing Date unless:initial ---------------- Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) On or prior to the Closing Date, the Borrower Title Company shall have furnished committed in writing to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory issue to the Administrative Agent and the Lenders:
(i) Counterparts Lenders its ALTA policy of this Agreement and title insurance with respect to the extent requested by any Lender at least five Business Days prior to the Closing Date, Leasehold Mortgage (contemplating an LP-10 pricing package and based upon a promissory note in substantially the form of Exhibit I completed Title Status Report issued to such Lender, in each case duly executed by each party hereto or thereto;
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer Bureau of Indian Affairs), with coverage in its jurisdiction of incorporation;
(iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower an amount not less than $425,000,000 and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents endorsements to and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it;
(v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and
(vii) The Borrower and each of the Guarantors shall have provided the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five business days prior to the Closing Date; and
(b) All fees due exceptions from coverage acceptable to the Administrative Agent, together with reinsurance (allowing for direct access) from reinsurers and in amounts acceptable to the Arrangers Administrative Agent.
(b) the Leasehold Mortgage shall have been recorded with the Bureau of Indian Affairs, with the Town of Montville, Connecticut, and with the appropriate officials of the Tribe, and the Lenders under the Fee Letter, and all expenses to be paid or reimbursed Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all actions necessary or, in the opinion of the Administrative Agent or the Lenders, desirable to perfect and protect the Arrangers that Liens of the Collateral Documents have been invoiced taken.
(c) the Administrative Agent shall have received a reasonable period Request for Loan or a Request for Letter of time prior to the Transaction Closing Date Credit, as appropriate.
(d) Borrower's letter of credit facility with Fleet National Bank shall have been paidor shall concurrently be terminated and all such Indebtedness shall have been or shall concurrently be repaid and retired, all Liens securing such Indebtedness shall have been or shall concurrently be released and the Lenders shall have received or shall concurrently receive all termination statements, re-assignments, reconveyances and other assurances in each case, from the proceeds of the initial funding under the applicable Transaction Facilitiesconnection therewith as Administrative Agent shall require in its sole discretion.
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Initial Advances. The Lenders shall not be required obligation of each Lender to make Loans on the Transaction Closing Date unless:initial ---------------- Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) On or prior to the Closing Date, the Borrower Title Company shall have furnished committed in writing to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory issue to the Administrative Agent and the Lenders:
(i) Counterparts Lenders its ALTA policy of this Agreement and title insurance with respect to the extent requested by any Lender at least five Business Days prior to the Closing Date, Leasehold Mortgage (contemplating an LP-10 pricing package and based upon a promissory note in substantially the form of Exhibit I completed Title Status Report issued to such Lender, in each case duly executed by each party hereto or thereto;
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer Bureau of Indian Affairs), with coverage in its jurisdiction of incorporation;
(iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower an amount not less than $425,000,000 and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents endorsements to and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it;
(v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and
(vii) The Borrower and each of the Guarantors shall have provided the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five business days prior to the Closing Date; and
(b) All fees due exceptions from coverage acceptable to the Administrative Agent, together with reinsurance (allowing for direct access) from reinsurers and in amounts acceptable to the Arrangers Administrative Agent.
(c) the Administrative Agent shall have received a Request for Loan or a Request for Letter of Credit, as appropriate.
(d) Borrower's letter of credit facility with Fleet National Bank shall have been or shall concurrently be terminated and all such Indebtedness shall have been or shall concurrently be repaid and retired, all Liens securing such Indebtedness shall have been or shall concurrently be released and the Lenders under the Fee Lettershall have received or shall concurrently receive all termination statements, re-assignments, reconveyances and all expenses to be paid or reimbursed to the other assurances in connection therewith as Administrative Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Transaction Closing Date shall have been paid, require in each case, from the proceeds of the initial funding under the applicable Transaction Facilitiesits sole discretion.
Appears in 1 contract
Initial Advances. The Lenders shall not be required to make the initial Loans on unless (i) such initial Loans are made not later than November 15, 1999; and (ii) the Transaction Closing Date unless:
(a) On or prior to the Closing Date, the Borrower shall have Company has furnished to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all and the other conditions set forth below have been satisfied:
(A) Copies of the Spin-off Materials and such other information with respect to the Spin-off as the Lead Arrangers may reasonably request, which shall be in form and substance satisfactory to the Administrative Agent, and evidence satisfactory to the Administrative Agent that all conditions precedent thereunder or otherwise to the consummation of the Spin-off (other than payment of the Dividend) shall have been satisfied (and the Lenders:not waived).
(iB) Counterparts of this Agreement and Arrangements satisfactory to the extent requested by any Lender at least five Business Days prior to Administrative Agent shall have been made for the Closing Date, a promissory note in substantially consummation of the form of Exhibit I issued to such Lender, in each case duly executed by each party hereto or thereto;Spin-off promptly following the initial Loans.
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iiiC) Copies of the Certificate of Incorporation or comparable charter documents of each of the Borrower and the Initial Material Subsidiaries as of the Closing DateLoan Parties, together with all amendments thereto and a certificate of good standing, both all certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation;.
(ivD) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Initial Material Subsidiaries Loan Parties of their respective By‑Laws or comparable governance documents By-Laws and of their respective Board of Directors’ ' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it;Documents.
(vE) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Initial Material SubsidiariesLoan Parties, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary applicable Loan Party authorized to sign the Loan Documents and, of the Borrower and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;applicable Loan Party.
(viF) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Company, stating that on the date of this Agreement (which shall be the initial Borrowing Date) all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing.
(G) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch Loan Parties' US counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counselsand, if applicable, foreign counsel, addressed to the 49 67501104_3 Administrative Agent Agents and the Lenders, in substantially form and substance satisfactory to the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; andAdministrative Agent.
(viiH) The Borrower Evidence reasonably satisfactory to the Administrative Agent that the Company and each of its Subsidiaries (a) has made a reasonable assessment of the Guarantors shall have provided Year 2000 Issues; (b) has a program for remediating the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulationsYear 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in such budget.
(I) The capital structure and corporate structure of the ActCompany and its Subsidiaries is consistent in all material respects with the Spin-off Materials, and requested by there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent, at least five business days prior to could prohibit or impose material restrictions on the Closing Date; andSpin-off or prohibit the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order.
(bJ) All fees due A written solvency certificate from the chief financial officer of the Borrower in form and substance satisfactory to the Administrative Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of or relating to, as the case may be, the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Dividend, the Spin-off, and the incurrence of Indebtedness related thereto (including the initial extensions of credit hereunder).
(K) The Administrative Agent shall have received (i) pro forma opening financial statements giving effect to the Spin-off which must not be materially less favorable, in the Administrative Agent's reasonable judgment, than the projections previously provided to the Lead Arrangers and which must demonstrate, in the Lenders under reasonable judgment of the Fee LetterAdministrative Agent, together with all other information then available to the Administrative Agent, that the Company and its Subsidiaries can repay their debts and satisfy their respective other obligations as and when due, and can comply with the financial covenants set forth herein, (ii) a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that as of October 1, 1999, but giving pro forma effect to the Spin-off, the Company would have been in compliance with the financial covenants in SECTION 7.4 at the level prescribed for the fiscal quarter ending December 31, 1999 and (iii) such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements.
(L) The Administrative Agent shall have received a satisfactory business plan for the Company for the five fiscal years following the Closing Date, including a projected consolidated balance sheet, consolidated statements of income, retained earnings and cash flow with assumptions used in preparing the statements.
(M) All governmental, shareholder and third party consents and approvals necessary in connection with this Agreement, the Spin-off and the other transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Spin-off or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of any of the Agents could have such effect.
(N) There shall not have occurred a material adverse change since June 30, 1999 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole.
(O) The Agents, Lenders and/or their Affiliates shall have received all fees and expenses, including fees and expenses of Winston & Straxx, xxquired to be paid on or reimbursed before the Closing Date.
(P) The Administrative Agent shall have received evidence satisfactory to it that all outstanding Indebtedness of the Company and its Subsidiaries except for Permitted Existing Indebtedness has been paid in full and all Liens securing such Indebtedness shall have been terminated.
(Q) Such other documents as the Administrative Agent and the Arrangers that or any Lender or its counsel may have been invoiced a reasonable period of time prior to the Transaction Closing Date shall have been paid, in each case, from the proceeds of the initial funding under the applicable Transaction Facilitiesreasonably requested.
Appears in 1 contract
Initial Advances. The Lenders shall not be required to make Loans on the Transaction Closing Date unless:
(a) On or prior to the Closing Date, the Borrower shall have furnished to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) Counterparts of this Agreement and to the extent requested by any Lender at least five Business Days prior to the Closing Date, a promissory note in substantially the form of Exhibit I issued to such Lender, in each case duly executed by each party hereto or thereto;
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation;
(iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it;
(v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and
(vii) (A) As soon as available and in any event within 90 days (or such shorter period as shall be required by the Securities and Exchange Commission) after the end of the fiscal year ending August 31, 2012, the consolidated balance sheet of The Xxxx Group Inc. as of the end of such fiscal year and related consolidated statements of operations, cash flows and shareholders’ equity, in each case audited by KPMG LLP; and (B) as soon as available and in any event within 45 days after the end of each fiscal quarter after (1) the fiscal year ended August 31, 2011, an unaudited balance sheet and related statements of operations and cash flows of The Xxxx Group Inc. for such fiscal quarter and for the elapsed period of the then-current fiscal year and for the comparable periods of the prior fiscal year and (2) the fiscal year ended December 31, 2011, an unaudited balance sheet and related statements of operations and cash flows of the Company for such fiscal quarter and for the elapsed period of the then-current fiscal year and for the comparable periods of the prior fiscal year; and
(viii) The Borrower and each of the Guarantors shall have provided the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five business days prior to the Closing Date; and
(b) On or prior to the Transaction Closing Date, the following shall have occurred and in the case of clauses (i) through (iii) the Borrowers shall have furnished to the Administrative Agent, with sufficient copies (if applicable) for the Lenders, all in form and substance acceptable to the Administrative Agent and the Lenders:
(i) The occurrence of each of the following (which occurrence shall be certified in a certificate, in form and substance reasonably satisfactory to the Administrative Agent, by an Authorized Officer of the Company): (A) the representations and warranties made by or on behalf of The Xxxx Group Inc. in the Transaction Agreement and which are material to the interests of the Lenders (in their capacities as such) shall be true and correct in all material respects (or, with respect to representations already qualified by concepts of materiality, in all respects) as of the Transaction Closing Date, but only to the extent that the Company has the right to terminate its obligations under the Transaction Agreement or to decline to consummate the Xxxx Acquisition as a result of a breach of such representations and warranties in the Transaction Agreement; (B) the Xxxx Acquisition shall have been, or concurrently with the initial funding of the Loans shall be, consummated in accordance with the terms of the Transaction Agreement, without giving effect to any amendment, modification, waiver or consent thereunder by the Company or any of its affiliates that is materially adverse to the interests of the Lenders (in their capacities as such) unless such amendment or modification is approved by the Arrangers (which approval shall not be unreasonably withheld or delayed); provided, that any change in purchase price or any waiver or modification of (1) the condition that NEH shall have validly exercised its put rights with respect to all of the Holdco Shares (as defined in the Transaction Agreement) under the put options agreements dated October 13, 2006 (the “Put Options Agreements”) on or prior to October 6, 2012 or (2) the condition that the E&C Sale (as defined in the Transaction Agreement) shall have been consummated in accordance with the terms and conditions of the E&C Agreement (as defined in the Transaction Agreement as of the date hereof), shall be deemed to be materially adverse to the Lenders; provided further that any Permitted Transaction Agreement Amendment (as defined in the Fee Letter) shall be deemed not to be materially adverse to the Lenders; (C) since the date of the Transaction Agreement, there shall not have been any event, occurrence, state of facts, circumstance, condition, effect or change that has had or would be reasonably likely to have, individually or in the aggregate, a Xxxx Material Adverse Effect; and (D) the representations and warranties contained in Sections 6.1(i), 6.2(a), 6.2(b), 6.2(c)(i), 6.3(i), 6.11, 6.15, 6.20, 6.21, 6.22 and 6.23 are true and correct as of such date;
(ii) (A) As soon as available and in any event within 90 days (or such shorter period as shall be required by the Securities and Exchange Commission) after the end of the fiscal year ending December 31, 2012 (if the Transaction Closing Date has not occurred at that time), the consolidated balance sheet of the Company as of the end of such fiscal year and related consolidated statements of operations, cash flows and shareholders’ equity, in each case audited by Ernst & Young LLP; and (B) a pro forma balance sheet and related statement of operations of the Company for the latest four-quarter period ended at least 45 days before the Transaction Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of operations) (the “Pro Forma Financial Statements”), all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the Securities and Exchange Commission promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1 (excluding Rule 3-09, 3-10 and 3-16 of Regulation S-X but including disclosures that would allow investors to understand the materiality of the guarantors, non-guarantors, non-consolidated entities and subsidiaries whose stock is pledged);
(iii) The occurrence of each of the following (which occurrence shall be certified in a certificate of the chief financial officer of the Company, including calculations in reasonable detail): (A) immediately after giving effect to the Transaction, on a pro forma basis the Leverage Ratio will be no more than 3.25:1.00, (B) the Pro Forma Financial Statements were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of the then existing conditions and (C) The Xxxx Group Inc. shall have unrestricted cash on hand, as of the Transaction Closing Date immediately prior to giving effect to the Xxxx Acquisition, of not less than $800.0 million; and
(iv) All fees due to the Administrative Agent, the Arrangers and the Lenders under the Fee Letter, and all expenses to be paid or reimbursed to the Administrative Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Transaction Closing Date shall have been paid, in each case, from the proceeds of the initial funding under the applicable Transaction Facilities.
Appears in 1 contract
Initial Advances. The Lenders several obligations of the Banks to make the initial Revolving Credit Loans, the parties hereto agreeing that the initial Revolving Credit Loans shall be Domestic Rate Portions, shall be subject to the following conditions precedent and this Agreement shall not be required to make Loans on become effective unless and until the Transaction Closing Date unlessfollowing conditions precedent have been satisfied:
(a) On or prior to the Closing DateThe Company, the Borrower shall have furnished to the Administrative Agent and each of the followingBanks a party hereto as of the date hereof shall have executed this Credit Agreement (such execution may be in several counterparts and the several parties hereto may execute on separate counterparts);
(b) The Agent shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent:
(i) the Revolving Credit Notes;
(ii) the Swing Line Note;
(iii) each of the Collateral Documents described in Section 4.1, hereof;
(iv) title reports with sufficient respect to the real property of the Company and Minot listed on Schedule 4.1(a) attached hereto;
(v) commitments for mortgagees' policies of title insurance for each of the real properties of the Company and Minot listed on Schedule 4.1
(a) attached hereto in minimum amounts acceptable to the Agent;
(vi) such mortgages, deeds of trust, assignments and financing statements as the Agent may require;
(vii) the Minot Guaranty; and
(viii) copies (if applicableexecuted or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Credit Agreement and the other instruments and documents contemplated hereby to the extent the Agent or its counsel may reasonably request;
(c) Legal matters incident to the execution and delivery of this Credit Agreement and the other instruments and documents contemplated hereby shall be satisfactory to the Agent and its counsel; and the Agent shall have received the favorable written opinion of counsel for the Lenders, all Company in form and substance satisfactory to the Administrative Agent and its counsel;
(d) Each of the Lenders:representations and warranties set forth in Section 5 of this Agreement and in the other Loan Documents shall be true and correct;
(e) The Company shall have purchased all insurance required by the Loan Documents and the Agent shall have received certificates of insurance naming the Agent as lender's loss payee and additional insured for the insurance policies required pursuant to the terms of the Loan Documents, and evidence of the payment of all premiums therefor;
(f) The Agent shall have received a payoff letter satisfactory to it from Xxxxxx Trust and Savings Bank ("Xxxxxx") along with either executed termination statements, satisfactions, assignments or other documents in form sufficient for filing or recording, or a commitment to provide the same, evidencing the termination of such creditor's security interests in the Collateral;
(g) The Agent shall have received good standing certificates or certificates of status, as the case may be, certified by the appropriate secretaries of state or other appropriate parties relating to the Company or Minot for each of the states in which the Company or Minot is incorporated or qualified to do business;
(h) The Company shall have paid to the Agent the fees contemplated by the fee letter between the Company and the Agent dated prior to the date hereof; and
(i) Counterparts The Company shall be in full compliance with all of the terms and conditions of this Credit Agreement and to the extent requested by any Lender at least five Business Days prior to the Closing Date, a promissory note in substantially the form no Event of Exhibit I issued to such Lender, in each case duly executed by each party hereto Default or thereto;
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation;
(iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it;
(v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and
(vii) The Borrower and each of the Guarantors Default shall have provided the documentation occurred and other information be continuing thereunder or shall result after giving effect to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five business days prior to the Closing Date; and
(b) All fees due to the Administrative Agent, the Arrangers and the Lenders under the Fee Letter, and all expenses to be paid or reimbursed to the Administrative Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Transaction Closing Date shall have been paid, in each case, from the proceeds of the initial funding under the applicable Transaction Facilitiesthis Credit Agreement.
Appears in 1 contract
