Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 4 contracts
Samples: Credit Agreement (Pillarstone Capital Reit), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this the Deeds of Trust duly executed by the applicable Borrowers, and the Security Agreement duly executed by the BorrowerBorrowers and the Guarantors, together with (i) UCC financing statements to be filed against the Material SubsidiariesBorrowers and the Guarantors, as Guarantorsdebtors, in favor of the Administrative Agent, as secured party, (ii) patent, trademark, and copyright collateral agreements, to the Lendersextent requested by the Administrative Agent, (iii) deposit account control agreements, to the extent requested by the Administrative Agent, (iv) certificates, if any, representing the Ownership Interests in the Guarantors accompanied by undated powers executed in blank, (v) instruments, if any, evidencing any Indebtedness constituting Collateral accompanied by proper allonges pledged by any Borrower or any Guarantor pursuant to the Security Agreement indorsed in blank, (vi) landlord and warehouseman’s waivers, to the extent requested by the Administrative Agent, and (vii) evidence of the completion of all other actions, recordings and filings of or with respect to the Liens created by the Security Agreement that the Administrative Agent may deem necessary or reasonably desirable in order to perfect such Liens;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note, such Lender’s duly executed Notes Note of the Borrower Borrowers, dated the date hereof Effective Date and otherwise in compliance with the provisions of Section 1.10 hereof2.11(d);
(c) the Administrative Agent shall have received an intercreditor agreement (the “Xxxxx Fargo Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by Xxxxx Fargo Capital Finance, LLC (the “Xxxxx Fargo”);
(d) the Administrative Agent shall have received an intercreditor agreement the “Israeli Banks Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by Bank Leumi USA, as collateral agent (in such capacity, “Collateral Agent”) and as a second lien lender (in such capacity, “Bank Leumi Lender”), and Israel Discount Bank of New York (“IDBY”; together with Collateral Agent and Bank Leumi Lender, the “Israeli Lenders”), as a second lien lender (the “Israeli Banks Intercreditor Agreement”);
(e) the Administrative Agent shall have received an acknowledgment agreement acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by X. Xxxx (the “X. Xxxx Acknowledgment Agreement”) ;
(f) the Administrative Agent shall have received a Consent and Agreement acceptable in form and substance to the Administrative Agent from each of the following Affiliates of the MLP: Lion Oil, Holdings, Delek Refining, the General Partner and Delek Logistics Services.
(g) the Administrative Agent shall have received the Limited Guaranty executed by the Limited Guarantor;
(h) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable;
(di) the Administrative Agent shall have received copies of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoGuarantor’s, if any, Organization Documents, certified in each instance by its Secretary or Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ej) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent;
(fk) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereofEffective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofapplicable;
(l) the Administrative Agent shall have received a list of the Borrowers Authorized Representatives;
(m) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees required by Section 2.12;
(n) the Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the Transaction and the initial Credit Event;
(o) the Administrative Agent shall have received mortgagee’s title insurance policies (or binding commitments therefore) on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(o) attached hereto in form, and substance, and in insured amounts, acceptable to the Administrative Agent insuring the Liens of the Deeds of Trust to be valid first priority Liens subject only to defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require (collectively, the “Title Policies”);
(p) the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property set forth on Schedule 3.2(o), which surveys shall also state whether or not any portion of such properties are in a federally designated flood hazard area;
(q) the Administrative Agent shall have received a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to each parcel of real property set forth on Schedule 3.2(q) attached hereto, together with a reliance letter thereon acceptable to the Administrative Agent;
(r) the Administrative Agent shall have received a flood determination report for each parcel of real property that is the location of an Initial Terminal and any other Property of any Borrower containing improvements thereon subject to the Lien of the Deeds of Trust prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of such property is in a federally designated flood hazard area;
(s) the Administrative Agent shall have received an executed copy of the Contribution Agreement (together with all schedules, exhibits and amendments thereto) certified by an officer of the Borrowers’ Agent as being a true, correct and complete copy thereof, and the Contribution Agreement and all other Transfer Documents shall be acceptable to the Administrative Agent in form and substance; none of the material terms or conditions to closing of any party set forth in the Transfer Documents shall have been amended, modified or supplemented without the prior written opinion consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived;
(t) the contribution of the Contributed Assets pursuant to the Transfer Documents shall have been approved, to the extent necessary, by each Contributing Affiliate’s board of directors (or other applicable governing body) and owners of the equity of such Contributing Affiliate;
(u) except as set forth on Schedule 3.2(u), on the Effective Date, both before and after giving effect to the Transaction, no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened;
(v) the capital and organizational structure of the Borrowers shall be reasonably satisfactory to the Administrative Agent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the MLP of net proceeds (after payment of underwriting fees and expenses) from the issuance of the Common Units as described in the Registration Statement of not less than $100,000,000;
(w) the Administrative Agent shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E evidencing compliance with Section 6.20(a), which calculation will be based on (x) EBITDA for the four most recent fiscal quarters of the Consolidated Group equal to $45,296,000, and (y) Total Funded Debt on the Effective Date, after giving effect to the Transaction and the initial Credit Event;
(x) after giving effect to the initial Credit Event and the Transaction the Borrowers shall have Unused Commitments of at least $50,000,000;
(y) the Administrative Agent shall have received financing statement and, as appropriate, tax and judgment lien search results against the Borrowers and each of Contributing Affiliates and their respective Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens;
(z) the Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted Liens) of the Contributing Affiliates in form and substance acceptable to the Administrative Agent setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Contributing Affiliates) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, mortgage releases and any other lien release instruments necessary to release Liens on the assets of the Contributing Affiliates and the Borrowers, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(aa) the Administrative Agent shall have received a certificate of a Responsible Officer of the General Partner on behalf of the Borrowers and the Guarantors, either (A) listing descriptions of all material consents, licenses and approvals required in connection with the consummation of the Transaction and the execution and delivery by any Borrower and any Guarantor (and the validity against the Borrowers and the Guarantors of) of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required or are material;
(bb) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) there is no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof or would prohibit the initial Credit Event and (iv) after giving effect to the Transactions and at all times on the Effective Date, Holdings shall directly or indirectly own legally and beneficially at least 51% of the limited partnership interests of the MLP;
(cc) the Administrative Agent shall have received a five-year business forecast of the Consolidated Group on a consolidated, annual basis for the fiscal years 2013 through 2017, prepared by management of the General Partner and as provided in the Private Supplement to the Lender’s Meeting held on September 27, 2012, as the same may be updated on or prior to the Effective Date, a copy of which has been furnished to the Bank;
(dd) the Administrative Agent shall have received true, correct, and complete copies of all Material Agreements (and the Administrative Agent and the Lenders agree that any Material Agreements filed with the SEC in connection with the Transaction shall be deemed delivered), and the Material Agreements shall be acceptable to the Administrative Agent; none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented without the prior written consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived;
(ee) the Transaction shall have been completed in accordance with the terms of the Transfer Documents and applicable Legal Requirements;
(ff) since December 31, 2011, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the MLP’s Predecessor;
(gg) the Administrative Agent shall have received the favorable written opinion(s) of Xxxx Xxxxx & Xxxx PLC, counsel to Whitestone REITthe Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Borrower Administrative Agent, including a local Tennessee opinion;
(hh) the Administrative Agent shall have received favorable opinions of local counsel to the Borrowers and the Guarantors in each Material Subsidiaryof Texas, Louisiana, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent;
(mii) neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder;
(jj) the Administrative Agent’s due diligence with respect to the Borrowers, their Subsidiaries, and the Contributing Affiliates shall be completed in a manner reasonably acceptable to the Administrative Agent;
(kk) each Lender shall have received, sufficiently in advance of the Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the each Borrower and each Guarantor;; and
(nll) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 3 contracts
Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP)
Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date:
(a) the Administrative Agent The Lender shall have received this Agreement duly executed by the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as Guarantors, Borrower in form and substance reasonably acceptable to the LendersLender;
(b) if requested by any Lender, the Administrative Agent The Lender shall have received for copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Lender shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Lender such Lender’s duly shall have received, if requested, an executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent The Lender shall have received copies a duly executed original of resolutions of Whitestone REIT’s(i) this Agreement, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing bodyii) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and (iii) such other documents as the Lender may reasonably request;
(f) The Lender shall have received a certificate by the chief financial officer of the Borrower, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date;
(g) The Lender shall have received evidence that Borrower is validly existing and in good standing under the laws of the jurisdiction of incorporation;
(h) the Administrative Agent The Lender shall have received payment of the initial fees called for by Section 2.1 hereof;Upfront Fee; and
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders The Lender shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrowerduly executed Compliance Certificate containing information as of June 30, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2006.
Appears in 3 contracts
Samples: Seasonal Credit Agreement (Peoples Energy Corp), Seasonal Credit Agreement (Peoples Energy Corp), Seasonal Credit Agreement (Peoples Energy Corp)
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenderseach Lender;
(b) if requested by any Lender, the The Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) Xxxx X. Xxxxxxxx, Esquire, Global General Counsel to the Borrower dated and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the date hereof Borrower, (iii) Xxxxx & XxXxxxxx, English counsel to Xxxxx Lang LaSalle Limited, and otherwise in compliance with the provisions of Section 1.10 hereof(iv) Xxxxx Lovells International LLP, German counsel to Xxxxx Lang LaSalle GmbH;
(c) the The Administrative Agent shall have received evidence for each Lender copies of insurance required the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be maintained under true copies and an original extract of the Loan Documentscommercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(d) the The Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles Certificate of incorporation Incorporation and bylaws (or comparable organizational documentsequivalent) and any amendments theretoof each Guarantor, certified in each instance by its Secretary secretary or Assistant Secretaryan assistant secretary (or its equivalent);
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’scopies, certified by the Borrower’s and each Material Subsidiary’s Board of Directors secretary or assistant secretary (or similar governing bodyits equivalent) of each Guarantor, of its board of directors’ resolutions (or its equivalent) authorizing the execution, delivery and performance execution of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeparty;
(f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) The Administrative Agent shall have received to the extent requested by any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11(d) hereof;
(i) The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) The Administrative Agent and each Lender shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2017, a business plan showing in reasonable detail projected operating budgets, consolidated revenues, expenses, and balance sheets on an annual basis, such business plan to be in form and substance satisfactory to the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence Lender and shall include a summary of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofall assumptions made in preparing such business plan;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the The Administrative Agent and any each Lender shall have received any received, sufficiently in advance of the Effective Date, all documentation and other information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and
(m) The Multicurrency Credit Agreement dated as of September 28, 2010 (as amended, the “Existing Credit Agreement”) among the Borrower, the Parent, the other Guarantors party thereto, the lenders party thereto and Bank of Montreal, as Administrative Agent, shall have terminated (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall have been paid or similar rules or regulationsshall be paid with the proceeds of the first Credit Event. Each Lender that is also a “Lender” under the Existing Credit Agreement, by its execution hereof, hereby waives any requirement under Section 1.13(a) of the Existing Credit Agreement that the Borrower give prior notice of the termination of the “Revolving Credit Commitments” thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Borrower agree that the Existing Credit Agreement shall terminate (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall be due and payable on the Effective Date.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement, Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 60 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;; and
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Samples: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with The obligation of each Lender and each L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (x) duly executed by the Borrowerall applicable parties, the Material Subsidiaries, as Guarantors(y) dated a date satisfactory to Administrative Agent, and the Lenders(z) in form and substance satisfactory to Administrative Agent:
(i) this Agreement;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(ciii) the Collateral Documents, together with, to the extent required pursuant to any Collateral Document, (A) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests in each applicable Subsidiary as of the Closing Date, (B) stock powers for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated, (C) UCC financing statements to be filed against Borrower and each applicable Subsidiary, as debtor, in favor of Administrative Agent shall have received Agent, as secured party, (D) patent, trademark, and copyright Collateral Documents, and (E) deposit account, securities account, and commodity account control agreements;
(iv) evidence of insurance required to be maintained under the Loan Documents;
(dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or Assistant Secretaryother director or officer;
(evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalf, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary or other Authorized Representativedirector or officer;
(fvii) to the Administrative Agent shall have received extent applicable, copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office its jurisdiction of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gviii) the Administrative Agent shall have received a list of the BorrowerXxxxxxxx’s Authorized Representatives;
(hix) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof2.11;
(ix) to the capital extent applicable, financing statement, tax, and organizational structure judgment lien search results against the Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material applicable Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lxi) pay off and lien release letters from creditors of Borrower and each applicable Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any applicable Subsidiary) and containing an undertaking to cause to be delivered to Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each applicable Subsidiary;
(xii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower Xxxxxxxx and each Material Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent);
(mxiii) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower;
(nxiv) a solvency certificate in the Administrative Agent shall form of Exhibit I;
(xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have received been satisfied;
(xvi) financial information of Cartesian Growth Corporation, Xxxxxxxxx Wealth Management Holdings, LLC and its subsidiaries, TIG Trinity Management, LLC and its subsidiary, TIG Trinity GP, LLC and its subsidiaries, and Alvarium Investments Limited, as filed with the Securities and Exchange Commission on Form S-4;
(xvii) a pro forma Compliance Certificate after giving effect to the Transactions;
(xviii) a fully executed Beneficial Ownership Certification; and
(xix) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuers.
(c) The SPAC Transaction shall have been, or will concurrently with the closing of this Agreement, be consummated in accordance with applicable law and on satisfactory terms in accordance with the Business Combination Agreement.
(d) No provision of the Business Combination Agreement shall have been waived, amended, supplemented or otherwise modified without approval of the Lenders if such waiver, amendment or supplement would have a material adverse effect on the rights and remedies of the Lenders in respect of the Loan Documents. For the avoidance of doubt, any waiver or amendment to the definition of Material Adverse Effect in the Business Combination Agreement is deemed to have a material adverse effect for purposes of this clause (d).
(e) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing.
(f) Administrative Agent and any Lender its counsel shall have received any information or materials reasonably completed all legal, tax and regulatory due diligence, including all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsits sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance xxxxxfactoxx xx the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders;
(b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent);
(c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents;
(d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party;
(e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives;
(dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel;
(h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request;
(j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof;
(k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date;
(l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and
(om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsThree Year Credit Agreement.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Hewitt Associates Inc), 364 Day Credit Agreement (Hewitt Associates Inc)
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following, in each case (x) duly executed by all applicable parties, (y) dated a date satisfactory to Administrative Agent, and (z) in form and substance satisfactory to Administrative Agent:
(i) this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(ciii) a Master Reaffirmation Agreement duly executed by the Administrative Agent shall have received U.S. Loan Parties and a Master Reaffirmation Agreement duly executed by the Canadian Loan Parties;
(iv) evidence of insurance required to be maintained under the Loan Documents, naming Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fvii) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gviii) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives;
(hix) the Administrative Agent shall have received a certificate as to each Borrower’s Designated Disbursement Account;
(x) the initial fees called for by Section 2.1 hereof2.12;
(xi) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Loan Parties and their Subsidiaries, and the lack of material contingent liabilities of the Loan Parties and their Subsidiaries, including: (a) a certificate from a Responsible Officer of the U.S. Borrower certifying that (i) since December 31, 2015, no Material Adverse Effect has occurred, and (ii) the capital conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and organizational structure of Whitestone REITCredit Events (if any) occurring on the Closing Date, the Borrower and its Subsidiaries shall be (b) evidence satisfactory to the Administrative Agent, Agent that the Lenders, Net Worth of Borrowers and their Subsidiaries as of the L/C IssuerClosing Date is not less than $102,000,000;
(jxii) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received UCC and PPSA financing statement and, with respect to the U.S. Loan Parties, tax and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and Property of each Material Subsidiary Loan Party evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lxiii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryU.S. Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mxiv) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 11.19 and forms or other information required by the Administrative Agent or any Lender pursuant to any Canadian AML Legislation; and Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 for the Borrower and each Guarantor;Form W‑8 for Canadian Borrower; and
(nxv) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) The capital and organizational structure of the Loan Parties and their Subsidiaries shall be satisfactory to Administrative Agent Agent, the Lenders, and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsL/C Issuer.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)
Initial Credit Event. Before or concurrently with The obligation of each Bank to make its -------------------- initial Loan is subject to the initial Credit Eventsatisfaction of the conditions set forth in Section 4.2 and to the satisfaction of the following conditions:
(a) the Administrative Agent There shall have received this Agreement duly been delivered to the Agent for the account of each Bank a Note executed by the BorrowerBorrower in the amount, the Material Subsidiaries, maturity and as Guarantors, and the Lendersotherwise provided herein;
(b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly executed Notes a certificate, dated the Closing Date, signed by the President or any Vice President of the Borrower dated and attested to by the date hereof Secretary or any Assistant Secretary of the Borrower in the form of Exhibit F with appropriate insertions, together with copies of the Articles or Certificate of Incorporation and otherwise Bylaws of the Borrower and the resolutions of the Borrower referred to in compliance with the provisions of Section 1.10 hereofsuch certificate;
(c) All corporate and legal proceedings and all instruments and agreements in connection with the Administrative transactions contemplated in this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Banks, and the Agent shall have received evidence all information and copies of insurance required all documents and papers, including records of corporate proceedings and governmental approvals, if any, which any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be maintained under the Loan Documentscertified by proper corporate or governmental authorities;
(d) the Administrative Agent Proper financing statements (Form UCC-1) shall have received copies been delivered by the Borrower to be filed under the UCC of Whitestone REIT’seach jurisdiction as may be necessary or, in the Borrower’s and each Material Subsidiary’s articles opinion of incorporation and bylaws (or comparable organizational documents) and any amendments theretothe Collateral Agent, certified in each instance desirable to perfect the security interests purported to be created by its Secretary or Assistant Secretarythe Security Documents;
(e) The Banks shall be satisfied that, after giving effect to the Administrative Agent making of the initial Loans and the application of the proceeds thereof by (or on behalf of) the Borrower, the Borrower shall have received copies of resolutions of Whitestone REIT’s, outstanding no Indebtedness other than the Borrower’s Loans and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativePermitted Indebtedness;
(f) the Administrative Agent Each Bank shall have received received: (i) a copy of the consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries, if any, at December 31, 1998, and copies of the certificates related consolidated and consolidating statements of good standing operations and stockholders' equity and related consolidated statement of cash flows of the Borrower and, in the case of the statement of operations and stockholders' equity, its Consolidated Subsidiaries, if any, for Whitestone REITthe Fiscal Year then ended (together with the financial notes thereto, the "Financial Statements"), together, in the case of -------------------- the consolidated financial statements, with an unqualified certification by an independent certified public accountant acceptable to the Agent, and (ii) a copy of the consolidated balance sheets of the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office its Consolidated Subsidiaries, if any, at March 31, 1999, and copies of the secretary related consolidated statements of operations and stockholders' equity and related consolidated statement of cash flows of the state Borrower and, in the case of the statement of operations and stockholders' equity, its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationConsolidated Subsidiaries, if any, for the three month period then ended;
(g) the Administrative The Agent shall have received from legal counsel to the Borrower a list of legal opinion addressed to the Borrower’s Authorized RepresentativesAgent, the Collateral Agent and each Bank in form and substance satisfactory to the Required Lenders;
(h) the Administrative The Agent shall have received from the initial fees called for by Section 2.1 hereof;Borrower an executed counterpart to the Agent's form automatic debit authorization; and
(i) The Borrower shall have paid to the capital Agent all fees due on the Effective Date in accordance with Sections 3.1(a) and organizational structure (b) and in accordance with the letter agreement referenced in Section 3.1(c) and all costs and expenses owing to the Agent and the Banks, and the Agent's counsel through the Closing Date. All the Notes, certificates and other documents and papers referred to in this Section 4.1, unless otherwise specified, shall be delivered to the Agent and the Collateral Agent at the Agent's Notice Office for the account of Whitestone REITeach of the Banks and, except for the Borrower Notes, in sufficient counterparts for each of the Banks and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 2 contracts
Samples: Credit Agreement (Wireless Facilities Inc), Credit Agreement (Wireless Facilities Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate);
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2018, December 31, 2019, and December 31, 2020, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of Dxxxx Xxxxxx LLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) the Administrative Agent shall have received such pay off and lien release letters from creditors of the Loan Parties (other agreementsthan Indebtedness intended to remain outstanding after the Closing Date and, instrumentsif secured, documentssecured by Liens permitted to remain outstanding by Sections 8.7) setting forth, certificatesamong other things, the total amount of indebtedness outstanding and opinions as owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent may reasonably requestUCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or Unencumbered Pool Property Subsidiary, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and
(op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Samples: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance xxxxxfactoxx xx the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders;
(b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent);
(c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents;
(d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party;
(e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives;
(dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel;
(h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request;
(j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof;
(k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date;
(l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and
(om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations364-Day Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;Borrower; and
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Samples: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone ARC REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Year ended December 31, 2013 and the consolidated statements of income, retained earnings, and cash flows of ARC REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2014, and the related consolidated statements of income, retained earnings and cash flows of ARC REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of the ARC REIT’s projections for the following three Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) since December 31, 2013, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Samples: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Realty Capital - Retail Centers of America, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent (or its counsel) shall have received for such Lender such LenderXxxxxx’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent (or its counsel) shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent (or its counsel) shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent (or its counsel) shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent (or its counsel) shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent (or its counsel) shall have received a Closing Date Borrowing Base Compliance Certificate;
(k) the Administrative Agent (or its counsel) shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent (or its counsel) shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations; and
(o) prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 2 contracts
Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement and the Pledge Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderseach party thereto;
(b) if requested by any Lender, the Administrative Agent shall have received for a Note payable to such Lender such Lender’s duly executed Notes of by the Borrower and dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, in each case, as in effect on the Closing Date, certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone Global Medical REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Year ended December 31, 2015 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2016 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and (iii) a Borrowing Base CertificateCertificate showing the computation of the Borrowing Base with the inclusion of the Initial Borrowing Base Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) since December 31, 2015, no material adverse change in the business, financial condition, operations, performance or Properties of the Borrower or the Guarantors, taken as a whole, shall have occurred;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;
(r) the Borrower shall have delivered (a) either (i) original stock certificates or regulationsother similar instruments representing all of the issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and (b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party; and
(s) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received:
(i) a Mortgage duly executed by either the Borrower or the relevant Material Subsidiary, as applicable, for such Borrowing Base Property, in form and substance reasonably acceptable to Borrower, the relevant Material Subsidiary, if applicable, and Administrative Agent;
(ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(iii) mortgagee’s title insurance policies with respect to such Borrowing Base Property (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of the Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the applicable Mortgage to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require;
(iv) an American Land Title Association survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for such Borrowing Base Property, which surveys shall also state whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and shall also include photographs (interior and exterior) of the applicable Borrowing Base Property;
(v) a report as to whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law;
(vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of such Borrowing Base Property subject to the Lien of the applicable Mortgage, together with a reliance letter thereon acceptable to the Administrative Agent;
(vii) an Appraisal with respect to such Borrowing Base Property;
(viii) the favorable written opinion of local counsel to the Borrower or relevant Material Subsidiary, as applicable, covering due authorization, execution and delivery and enforceability of the applicable Mortgage, together with customary real estate opinions as to sufficiency of the applicable Mortgage for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent;
(ix) a structural engineering and/or property condition report satisfactory to Administrative Agent with respect to each Borrowing Base Property; and
(x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent with respect to such Borrowing Base Property.
Appears in 2 contracts
Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank (i) the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as GuarantorsBorrower in form and substance satisfactory to the Agent and its counsel, and (ii) the Lendersclosing fee referred to in Section 3.1(c) hereof;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) The Existing Credit Agreement shall have terminated and the Administrative Borrower shall have no further obligations thereunder (except obligations which by their terms survive the termination of the Existing Credit Agreement).
(h) The Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized Representatives;
(h) , stating that on the Administrative Agent shall have received the date of such initial fees called for by Section 2.1 hereof;
(i) the capital Credit Event no Default or Event of Default has occurred and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsis continuing.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc), 364 Day Revolving Credit Agreement (NRG Energy Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of Xxxxx Xxxxxxxxx, Senior Vice President and General Counsel or Xxxxx Xxxxxxxx, Assistant General Counsel, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 210(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer or an assistant corporate controller of the Borrower’s Authorized Representatives, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Fee Letter; and
(mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreementslast day of September, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations1999.
Appears in 2 contracts
Samples: Credit Agreement (North Shore Gas Co /Il/), Credit Agreement (North Shore Gas Co /Il/)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by Holdings, the Borrower, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any LenderLender at least two (2) Business Days prior to the Closing Date, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in Section 13.01) as of the Closing Date; (ii) to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors Secretary (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Samples: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received certified copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received certified copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2014 and the consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the Borrower’s projections for the following two Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iii) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Borrowing Base CertificateProperties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) intentionally omitted;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g)(ii);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Monmouth Real Estate Investment Corp)
Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions:
(a) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderssigned on behalf of such party;
(b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of Note and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel;
(d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary;
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives;
(hg) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof;
(h) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event;
(i) Each of the capital representations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries warranties set forth in Section 7 hereof shall be satisfactory to the Administrative Agent, the Lenders, true and the L/C Issuer;correct in all material respects; and
(j) All legal matters incident to the Lenders execution and delivery of the Loan Documents shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance be reasonably satisfactory to the Administrative Agent;
Lenders. Each Lender that is also a “Lender” under the Existing Credit Agreement referenced in clause (mh) above, by its execution hereof, hereby waives any requirement under Section 3.7 of the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Existing Credit Agreement that the Borrower and each Guarantor;
(n) Borrowers give prior notice of the Administrative Agent shall have received such other agreements, instruments, documents, certificatestermination of the “Revolving Credit Commitments” thereunder, and opinions agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Administrative Agent may reasonably request; and
(o) Borrowers agree that the Administrative Agent Existing Credit Agreement shall terminate and any Lender all amounts payable thereunder shall have received any information or materials reasonably required by be due and payable on the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsdate hereof.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by STA Holdings, the Borrower, the Material SubsidiariesCanadian Borrowers, as Guarantors, the Guarantors and the Lenders;
(b) if If requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower and Canadian Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12 hereof;
(c) the Administrative Agent shall have received the Security Agreement and Pledge Agreement duly executed by STA Holdings, the Borrower and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity of the Borrower and each Domestic Subsidiary, 65% of all issued and outstanding capital stock of each Foreign Subsidiary, (ii) stock powers for the Collateral consisting of the stock or other equity interest of the Borrower and each Domestic Subsidiary executed in blank and undated, and (iii) UCC financing statements to be filed against STA Holdings, the Borrower and each Domestic Subsidiary, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REITSTA Holdings’, the Borrower’s, the each Canadian Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REITSTA Holdings’, the Borrower’s, the each Canadian Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sbehalf of STA Holdings, each Canadian Borrower, the Borrower’s Borrower and each Material Subsidiary’s behalfGuarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing or certificate of status, as applicable for Whitestone REITSTA Holdings, the Borrower Borrower, each Canadian Borrower, the Parent and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other relevant government official of the state jurisdiction of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by as agreed between the Borrower and Administrative Agent pursuant to the fee letter referred to in Section 2.1 2.1(e) hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REITSTA Holdings, the Borrower Borrower, the Canadian Borrowers, the Parent and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) financing statements or their provincial equivalent shall have been filed against the Borrower, each Canadian Borrower, the Parent and each Guarantor (and against each of the VINs of their Canadian Motor Vehicles) under the PPSA in each relevant province in Canada with priority satisfactory to the Administrative Agent in its discretion;
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 certificate demonstrating to the Administrative Agent’s satisfaction that (i) Adjusted EBITDA for the Borrower twelve (12) calendar month period ended November 30, 2010 is not less than $50,000,000 and (ii) the Total Leverage Ratio for the same twelve (12) calendar month period is less than 3.75 to 1.0 and the Senior Leverage Ratio for the same twelve (12) calendar month period is less than 2.25 to 1.0, in each Guarantorcase as adjusted to give effect to any Permitted Acquisition completed following the end of such period and any Loans incurred in connection therewith;
(m) after giving effect to the initial Credit Event, there shall be at least $15,000,000 of Unused Revolving Credit Commitments and at least CAN$15,000,000 of Unused Canadian Revolving Credit Commitments provided that accounts payable are at historically normal levels reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received such other documents, instruments and opinions relating to the Canadian Borrowers and any guarantor of the Canadian Borrower obligations as the Administrative Agent shall have requested; and
(o) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent or any Lender may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with On the initial Credit EventClosing Date:
(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, favorable written opinions of (i) Xxxxxx Xxxxxxx, Esq., General Counsel of the Company, substantially to the effect set forth in Exhibit H-1, (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, special counsel for the Company and the Subsidiaries, substantially to the effect set forth in Exhibit H-2, (iii) local counsel for the Company and the Subsidiaries satisfactory to the Administrative Agent in each jurisdiction where any Mortgaged Property is located, substantially to the effect set forth in Exhibit H-3 and (iv) Xxxxxx X. Xxxxxx, Esq., General Counsel of Spice, substantially to the effect set forth in Exhibit H-4, in each case dated the Closing Date, addressed to the Administrative Agent, the Lenders and the Issuing Bank and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Company hereby requests such counsel to deliver such opinions.
(b) The Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(bi) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes a copy of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s certificate or articles of incorporation and bylaws (or comparable organizational documents) and any incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable official of the state or other jurisdiction of its organization, and, except with respect to jurisdictions that do not issue such certificates for persons organized in the manner of such Loan Party, a certificate as to the good standing of each instance by its Loan Party as of a recent date, from such Secretary of State or other official; (ii) a certificate of the Secretary or Assistant Secretary;
Secretary of each Loan Party dated the Closing Date and certifying (eA) that attached thereto is a true and complete copy of the Administrative Agent shall have received copies by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions of Whitestone REIT’s, duly adopted by the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it such person is a party and and, in the consummation case of the transactions contemplated hereby Company and therebyPHI, together with specimen signatures the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the persons authorized last amendment thereto shown on the certified copy thereof furnished pursuant to execute clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such documents on Whitestone REIT’s, Loan Party; (iii) a certificate of another officer as to the Borrower’s incumbency and each Material Subsidiary’s behalf, all certified in each instance by its specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;may reasonably request.
(gc) the The Administrative Agent shall have received a list certificate, dated the Closing Date and signed by a Financial Officer of the Borrower’s Authorized Representatives;Company, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.
(hd) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(e) Each of the Spice Acquisition and the Playboy Merger shall have been, or shall substantially simultaneously with the initial Credit Event be, consummated in accordance with the Merger Agreement and applicable law, without any amendment to or waiver of any material terms or conditions of the Merger Agreement not approved by the Lenders, and arrangements reasonably satisfactory to the Administrative Agent shall have been made for the completion of the Stock Transfer on the Transfer Date, as required by Section 5.11. The Lenders and the Issuing Bank shall have received executed copies of the Merger Agreement and all certificates, opinions and other documents delivered in connection therewith, all certified by a Financial Officer as complete and correct.
(f) The Collateral Requirement shall be satisfied.
(g) The Collateral Agent shall have received the initial fees called for results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to accounts receivable and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to clause (b) of the definition of "Collateral Requirement", together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) are permitted under Section 2.1 hereof;6.02 or have been released.
(h) The Collateral Agent shall have received a Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of the Company.
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries The Guarantee Requirement shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;satisfied.
(j) the Lenders All requisite Governmental Authorities and third parties shall have received approved or consented to the Transactions and the other transactions contemplated in connection therewith to the extent required, in each case to the extent failure to obtain such approvals or consents could, individually or in the aggregate, result in a Closing Date Borrowing Base Certificate;Material Adverse Effect or could materially and adversely affect the rights or interests of the Lenders, the Administrative Agent or the Issuing Bank, and there shall be no action by any Governmental Authority, actual or threatened, that has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated in connection therewith.
(k) the The Administrative Agent shall have received financing statement and federal tax lien searches against pro forma computations satisfactory to it indicating that the BorrowerConsolidated Adjusted EBITDA for the twelve months ended September 30, Whitestone REIT and each Material Subsidiary evidencing 1998, giving pro forma effect to the absence Closing Date Transactions as if they had occurred at the beginning of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;such period, shall have been not less than $24,800,000.
(l) The terms on which the Closing Date Transactions shall have been completed and the capitalization (including Indebtedness) of the Company and the Subsidiaries after giving effect to the Closing Date Transactions shall be consistent in all material respects with the pro forma financial statements and projections provided to the Lenders prior to the date hereof.
(m) The assets and obligations of the "Playboy Online" business shall have been contributed to Playboy Online.
(n) The Administrative Agent shall have received a written opinion of counsel copy of, or a certificate as to Whitestone REITcoverage under, the Borrower insurance policies required by applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and each Material Subsidiaryto name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent;.
(mo) The Scheduled Playboy Indebtedness and the Administrative Agent Scheduled Spice Indebtedness shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower been or shall simultaneously be repaid in full, all agreements and each Guarantor;
(n) instruments evidencing or governing such Indebtedness and all lending or other commitments thereunder shall have been terminated and all Liens securing such Indebtedness shall have been released, and the Administrative Agent shall have received such evidence as it shall reasonably have requested as to the satisfaction of such conditions. After giving effect to the Closing Date Transactions, neither the Company nor any Restricted Subsidiary shall have outstanding any Indebtedness or preferred stock (or similar Equity Interests) other agreementsthan as set forth in Schedule 6.01.
(p) If requested, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such for each Lender in order to assist the Administrative Agent or such Lender in maintaining a statement on Federal Reserve Form U-1 demonstrating compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.Regulation U.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization organization;
(e) the Administrative Agent shall have received a certificate in the form attached as Exhibit F hereto signed by the chief financial officer of the Borrower or another officer of the Borrower reasonably acceptable to the Administrative Agent confirming that the Borrower’s Leverage Ratio is less than 2.0 to 1.0, calculated for the twelve-month period ended June 30, 2015;
(f) the Administrative Agent shall have received for the Borrower and of each state its Subsidiaries audited financial statements and unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) for the prior three years through the fiscal year ended December 31, 2014, five-year projected financial statements, and a closing balance sheet adjusted to give effect to the transactions to occur on the Closing Date in which it is qualified form and substance acceptable to do business as a foreign corporation or organizationthe Administrative Agent;
(g) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital Administrative Agent shall have received pay-off and organizational structure lien release letters from secured creditors of Whitestone REIT, the Borrower and its Subsidiaries each Subsidiary that is not a Foreign Subsidiary (other than any secured creditors that hold indebtedness permitted under Section 8.7) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each such Subsidiary, which pay-off and lien release letters shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event; and
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (CTS Corp)
Initial Credit Event. Before or concurrently with The obligation of each Lender to participate in the initial Credit Event:
(aEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:(a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement and the Borrower, the Material other applicable Loan Documents duly executed by Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(ciii) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(div) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryan Authorized Representative;
(ev) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other an Authorized Representative;
(fvi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hviii) financing statement, tax, and judgment lien search results against the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lix) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, Guarantor in form and substance reasonably satisfactory to the Administrative Agent;
(mx) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower;
(nxi) a Solvency Certificate, duly executed by a Financial Officer, certifying as to the matters set forth therein and dated as of the Closing Date;
(xii) a certificate of a Responsible Officer of Borrower certifying that Borrower and its Subsidiaries will have no outstanding indebtedness other than that which has been previously disclosed and agreed to by the Administrative Agent shall have received Agent;
(xiii) (A) a copy of the ACD Acquisition Agreement; (B) audited consolidated financial statements (or, if unavailable, management-prepared financial statements) of ACD for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (C) consolidated projected income statements of Borrower and its subsidiaries (giving effect to such acquisition) for five years after the date of the ACD Acquisition; and
(xiv) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (BIO-TECHNE Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement and the other Loan Documents duly executed by the BorrowerBorrower and each Guarantor party hereto, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;.
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes of the Borrower dated the date hereof Initial Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereofInitial Closing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(i) since December 31, 2020, no material adverse change in the capital and organizational structure business, condition (financial or otherwise), operations or properties of Whitestone REIT, the Borrower Postal Realty REIT and its Subsidiaries Subsidiaries, taken as a whole, shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuerhave occurred;
(j) if the Lenders shall have received Borrower qualified as a Closing Date Borrowing Base Certificate“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;
(k) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received financing statement an owner’s title insurance policy or commitment with respect to such Borrowing Base Property in form and federal tax lien searches against substance reasonably acceptable to the BorrowerAdministrative Agent from a title insurance company acceptable to the Administrative Agent and, Whitestone REIT and each Material Subsidiary evidencing to the absence extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of Liens on its Property except for Permitted Liens this nature or as otherwise permitted with applicable Legal Requirements, any other agreement, instrument, document or certificate reasonably requested by Section 8.8 hereofthe Administrative Agent with respect to such Borrowing Base Property;
(l) the Administrative Agent shall have received a financing statement, tax, and judgment lien search results against Borrower and Postal Realty REIT and financing statement lien search results against each Material Subsidiary, evidencing, in each case, the absence of Liens thereon except Permitted Liens;
(m) to the extent applicable, the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Initial Closing Date with Indebtedness and Permitted Liens) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mo) each of the Lenders shall have received, sufficiently in advance of the Initial Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each GuarantorLoan Party;
(np) the Administrative Agent shall have received an Initial Closing Date Borrowing Base Certificate;
(q) the Administrative Agent shall have received an Initial Closing Date Compliance Certificate;
(r) the Administrative Agent shall have received evidence of the insurance policies required by Section 8.4 of this Agreement; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of McGuireWoods, LLP, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Agent shall have received for each Bank that has requested one, such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer of the Borrower’s Authorized Representatives, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, that all representations and warranties set forth herein are true and correct as of such date, and that the Existing Credit Agreements have been terminated;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REITthe Fee Letter together with any fees then payable thereunder, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Bank shall have received its participation fee; and
(mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreementslast day of December, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2003.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes copies of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(ci) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the BorrowerCompany’s and each Material SubsidiaryGuarantor’s (other than CTS BV) articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;Secretary and (ii) CTS BV’s deed of incorporation (akte van oprichting), articles of association (statuten) and an up-to-date extract of the Trade Register of the Dutch Chamber of Commerce relating to CTS BV, certified in each instance by its Authorized Officer.
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s (i) Board of Directors (or similar governing body) and (ii) in the case of CTS BV, shareholder(s), in each case authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other or, with respect to CTS BV, by its Authorized RepresentativeOfficer;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing (to the extent relevant) for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization organization;
(e) the Administrative Agent shall have received a certificate in the form attached as Exhibit F hereto signed by the chief financial officer of the Company or another officer of the Company reasonably acceptable to the Administrative Agent confirming that the Company’s Leverage Ratio is less than 2.0 to 1.0, calculated for the twelve-month period ended September 30, 2018;
(f) the Administrative Agent shall have received for the Company and of each state its Subsidiaries consolidated audited financial statements and unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) for the prior three years through the fiscal year ended December 31, 2017, five-year projected financial statements, and a closing balance sheet adjusted to give effect to the transactions to occur on the Closing Date in which it is qualified form and substance acceptable to do business as a foreign corporation or organizationthe Administrative Agent;
(g) the Administrative Agent shall have received for each Lender a list of the BorrowerCompany’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the each Borrower and each Material SubsidiaryDomestic Guarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mj) The Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act;
(k) At least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (CTS Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, Borrower and the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received the Second Supplements, and Security Agreement duly executed by the Borrower and the Guarantors, as appropriate, together with, to the extent not previously delivered, (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent, in such capacity, as mortgagee and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 2.1(c) hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificatesuch evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent and its counsel shall have received a fully executed Internal Revenue Service Form W-9 for reviewed and shall be satisfied with all pending and threatened litigation involving the Borrower and each Guarantorthe Guarantors;
(n) the Administrative Agent shall have received a Compliance Certificate duly executed by an Authorized Officer of the Borrower demonstrating that (i) EBITDA for the twelve months ending on March 31, 2008, was not less than $19,500,000; and (ii) the Total Funded Debt/EBITDA Ratio, measured based on Total Funded Debt projected to be outstanding after giving effect to the initial Credit Extension and EBITDA for the four fiscal quarters ended on March 31, 2008, is less than 1.10 to 1.0;
(o) the Administrative Agent shall have received date down endorsements to mortgagee’s title insurance policies (or prepaid binding commitments therefor) in form and substance acceptable to the Administrative Agent from a title insurance company or companies acceptable to the Administrative Agent in an aggregate amount acceptable to the Administrative Agent insuring the Liens of the Mortgages (other than with respect to the real property located in New Jersey and Pennsylvania) to be valid first priority Liens subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;
(p) the Administrative Agent shall have received a record owner and lien certificate or similar document issued by the title insurance company that issued the mortgagee’s title insurance policy with respect to the real property located in New Jersey and Pennsylvania, which certificate or document shall evidence no liens, defects or encumbrances which are unacceptable to the Administrative Agent;
(q) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(or) the Administrative Agent and any Lender shall have received any information or materials reasonably required by a fully executed Internal Revenue Service [Form W-9] for the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each L/C Issuer, the Administrative Agent and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and a certificate as to the Borrower’s Designated Disbursement Account;
(g) the Administrative Agent shall have received payment of the initial fees called for by Section 3.1 (to the extent payable at such time);
(h) each Lender shall have received a Compliance Certificate confirming compliance with the financial covenants hereof on a pro forma basis after giving effect to the initial Credit Event, including evidence that the Total Net Leverage Ratio is no more than 3.00 to 1.00, signed by the president or chief financial officer of the Borrower;
(i) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(j) each of the Lenders shall have received, not later than the date that is three (3) Business Days prior to the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 13.19, as have been requested in writing by the Administrative Agent at least ten (10) calendar days prior to the Closing Date;
(k) the Credit Agreement between Borrower, and Bank of Montreal, as Lender, dated July 1, 2017, as amended, shall have been terminated and all principal, interest and fees thereunder shall have been paid in full in cash, provided, that the Existing L/Cs issued by BMO Xxxxxx Bank N.A. and Bank of Montreal thereunder may be rolled into this Agreement as contemplated herein;
(l) no Material Adverse Change shall have occurred; and
(m) the Administrative Agent shall have received a fully funds flow memorandum in connection with the initial Credit Event, executed Internal Revenue Service Form W-9 by the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the Borrower and conditions specified in this Section 7.2, each Guarantor;
(n) the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or notice from such Lender in order prior to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsproposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Hub Group, Inc.)
Initial Credit Event. Before or concurrently with the initial Initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Wholly-owned Subsidiaries that are Domestic Subsidiaries, as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required the Security Agreement duly executed by the Loan Parties, together with (i) UCC financing statements to be maintained under filed against each Loan Party, as debtor, in favor of the Loan DocumentsAdministrative Agent, as secured party, and (ii) deposit account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance in form and substance satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate3.1;
(k) each Lender shall have received (i) audited financial statements and unaudited monthly financial statements (including an income statement, a balance sheet, and a cash flow statement) of the Loan Parties for the prior 3 years, including unaudited quarterly financial statements for the period ended December 2, 2017, 5‑year projected financial statements, and a closing balance sheet adjusted to give effect to the transaction in form and substance reasonably acceptable to the Administrative Agent shall have received financing statement and federal tax lien searches against certified to by a Financial Officer of the Borrower, Whitestone REIT Borrower (and each Lender hereby acknowledges that it has received copies of each of the foregoing items); and (ii) a certificate from a Responsible Officer of the Borrower certifying that since December 2, 2017, no Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdverse Effect has occurred;
(l) the Administrative Agent shall have received a financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(m) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mn) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 (or its equivalent) for the Borrower and each Guarantorother Loan Party;
(no) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and
(p) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank (i) the favorable written opinion of (x) in-house counsel to the Borrower, and (y) a New York law enforceability opinion from Borrower's counsel, each in form and substance satisfactory to the Administrative Agent and its counsel;
(b) The Administrative Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(ce) the The Administrative Agent shall have received evidence for each Bank a list of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and such other documents as any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeBank may reasonably request;
(f) The Borrower shall have provided evidence satisfactory to the Administrative Agent that contemporaneously with the first Credit Event hereunder, the Existing Credit Agreement and the Bridge Credit Agreement each shall have received copies terminated and the Borrower shall have no further obligations thereunder (except obligations which by their terms survive the termination of the certificates of good standing for Whitestone REIT, Existing Credit Agreement and the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBridge Credit Agreement);
(g) the The Administrative Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized RepresentativesBorrower certifying (i) that on the date of such initial Credit Event that no Default or Event of Default has occurred and is continuing, (ii) that the conditions set forth in this Section 6.1 have been satisfied, and (iii) based on the financial statements most recently delivered under the Existing Credit Agreement, which of its Subsidiaries is a Material Subsidiary;
(h) The Borrower shall provide a certificate confirming that it has received at least $300,000,000 in loans evidenced by the Subordinated Note;
(i) The Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(mj) the Administrative Agent Each Bank shall have received a fully executed Internal Revenue Service Form W-9 for from the Borrower and each Guarantorthe fees payable by it in connection herewith;
(nk) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; The Administrative Agent shall have received such other agreementscertifications, instrumentsopinions, documentsfinancial or other information, certificates, approvals and opinions documents as the Administrative Agent or any Bank may reasonably request; and
(o) the Administrative Agent , all in form and any Lender shall have received any information or materials reasonably required by substance satisfactory to the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act Bank (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsthe case may be).
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries (other than Excluded Subsidiaries), as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 13.1) as of the Closing Date; (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) if requested by Administrative Agent, UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretothereto (or, other than in respect of the certified charters, a confirmation that all such documents have not been amended or modified since the last time delivered to the Administrative Agent), certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate3.1;
(k) each Lender shall have received five-year projected financial statements in form and substance consistent with the projected financial statements delivered in connection with the Existing Credit Agreement and reasonably acceptable to the Administrative Agent shall have received financing statement and federal tax lien searches against certified to by a Financial Officer of the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(m) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than 10Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) other Loan Party and, if the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions Borrower qualifies as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable a “know your legal entity customer” or similar rules or regulationsunder the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Envestnet, Inc.)
Initial Credit Event. Before or concurrently with The obligations of the Lenders to make the initial Term Loans and Revolving Loans and of the Issuing Bank to issue Letters of Credit Eventhereunder, in each case on the Effective Date, are subject only to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent shall have received (which may include telecopy or electronic transmission of a signed signature page of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(bAgreement) if requested by any Lender, the Administrative Agent shall have received for that such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance party has signed a counterpart of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(fii) the Administrative Agent shall have received duly executed copies of the certificates of good standing for Whitestone REITLoan Documents and the other certificates, documents, instruments and agreements described in the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REITclosing documents attached as Exhibit E-1, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent;.
(mb) the The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Sidley Austin LLP, counsel for the Borrower, as are customary for transactions of this type, and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower and each Guarantor;hereby requests such counsel to deliver such opinion.
(nc) The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the two most recent Fiscal Years ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for the quarterly periods ended March 31, 2018 and June 30, 2018.
(d) Each Regulated Insurance Company (other than (i) those Regulated Insurance Companies that do not have an A.M. Best Company financial strength rating and (ii) those Regulated Insurance Companies that (x) have an A.M. Best Company financial strength rating and (y) were acquired within one year prior to the Effective Date) shall have an A.M. Best Company financial strength rating of at least “A-”.
(e) The Administrative Agent shall have received (x) such other agreementsofficer’s certificates, instrumentsresolutions, documents, borrowing requests and good standing certificates, and opinions documents and other instruments relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, as are customary for transactions of this type as further described in the list of closing documents attached as Exhibit E-1 and (y) a solvency certificate in the form attached hereto as Exhibit E-2.
(f) The Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received evidence satisfactory to it that the Existing Credit Facility shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any information or materials reasonably required by the and all liens thereunder shall have been terminated.
(g) The Administrative Agent or such Lender in order shall have received, at least three (3) Business Days prior to assist the Administrative Agent or such Lender in maintaining compliance with Effective Date, (i) all documentation and other information regarding the Act (as hereinafter defined) and (ii) any Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) Business Days prior to the Effective Date and (ii) to the extent (x) the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and (y) any Lender has requested in a written notice to the Borrower at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower.
(h) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including to the extent invoiced and presented to the Borrower at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(i) The Administrative Agent shall have received evidence reasonably satisfactory to it (it being understood that a certificate of an officer of the Borrower as to the satisfaction of such conditions shall be deemed to constitute satisfactory evidence) that:
(A) the Merger shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by the Borrower that is materially adverse to the interests of the Lenders (in their capacities as such), unless such amendment, waiver, consent or other modification has been approved by the Administrative Agent;
(B) any consent or approval of, completion of any registration or filing with, and any other action by, any Governmental Authority, required in connection with the consummation of the Transactions by Borrower shall have been received and be in full force and effect; and
(C) since March 1, 2018, there shall not have occurred any “Material Adverse Effect” (as defined in the Merger Agreement as in effect on August 27, 2018).
(j) The Administrative Agent shall have received evidence reasonably satisfactory to it (it being understood that a certificate of an officer of the Borrower as to the satisfaction of such conditions shall be deemed to constitute satisfactory evidence) that:
(A) the Specified Representations and the Specified Merger Representations shall be true and correct in all material respects as of the Effective Date (except, in the case of any such representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation qualified by or subject to “material adverse effect,” “material adverse change” or similar rules term or regulationsqualification shall be true and correct in all respects (after giving effect to any such qualification or materiality threshold); and
(B) at the time of and immediately after giving effect to the initial Borrowing and the initial issuance of Letters of Credit, as applicable, on the Effective Date, no Default or Event of Default shall have occurred and be continuing. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement on the Effective Date shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lenders. For the avoidance of doubt, there is no representation or warranty (other than the Specified Representations and Specified Merger Representations) the making or accuracy of which is a condition to any Borrowing that occurs on the Effective Date, or otherwise any condition precedent (other than as expressly set forth in this Section 4.01) directly or indirectly relating to the Borrower or any of its Subsidiaries, the satisfaction of which is a condition precedent to any Borrowing that occurs on the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Amtrust Financial Services, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;Lenders and the Omnibus Amendment and General Reaffirmation Agreement duly executed by the Borrower and the Material Subsidiaries, as Guarantors.
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(ji) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;
(kj) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(lk) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(ml) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b);
(nm) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(on) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules and regulations;
(o) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; and
(p) the secured creditors of the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of the Borrower and each Subsidiary; and
(q) the Borrower shall have delivered (a) either (i) original stock certificates or other similar instruments representing all of the issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and (b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender the favorable written opinion of Preston, Gates & Exxxx, LLP, counsel to the Borrower and each Domestic Subsidiary, in substantially the forms of Exhibit H hereto, and otherwise in form and substance satisfactory to the Required Lenders;
(b) the Administrative Agent shall have received for each Lender (i) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents, indicating the Borrower’s and each Guarantor’s authorized signers of the Loan Documents and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of the Borrower’s and each Guarantor’s Certificate of Incorporation and by-laws certified by the Secretary or other appropriate officer of the Borrower or such Guarantor;
(c) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each Guarantor and the Lenders;
(bd) if requested by any Lender, the Administrative Agent shall have received for such each applicable Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(ce) the Administrative Agent shall have received a reaffirmation of the U.S. Memorandum of Deposit, the Security Agreement and supplements in form and substance satisfactory to the Administrative Agent to each of the Mortgages, duly executed by the Borrower and its Domestic Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary as required pursuant to Section 4 of this Agreement, and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Guarantor and Penford Holdings executed in blank and undated;
(f) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee, loss payee and additional insured;
(dg) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (Guarantor, dated no earlier than 30 days prior to the date hereof) hereof from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory owed to the Administrative Agent, the Lenders, and the L/C Issuerthem;
(j) the Lenders each Lender shall have received such evaluations and certifications as it may reasonably require (including a Closing Date Borrowing Base Certificatecompliance certificate in the forms attached hereto as Exhibit E containing calculations of the compliance calculations of the financial covenants as of May 31, 2006) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion for the account of counsel the Lenders such other agreements, instruments, resolutions, documents (including documents relating to Whitestone REITtax and regulatory maters), the Borrower certificates, information and each Material Subsidiary, in form and substance reasonably satisfactory to opinions as the Administrative AgentAgent may reasonably request;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 evidence satisfactory thereto that, as of May 31, 2006, (x) the Borrower’s pro forma EBITDA for the Borrower four fiscal quarters then ended is not less than $25,000,000 and (y) the Total Funded Debt Ratio (calculated on a pro forma basis to give effect to the Capital Expansion Loans hereunder) is not greater than 4.0 to 1.0, in each Guarantorcase calculated on the basis of the Borrower’s EBITDA for the twelve consecutive months ended May 31, 2006, and the Borrower’s Total Funded Debt outstanding on the Closing Date after giving effect to the initial Credit Event hereunder;
(n) the Administrative Agent shall have received such other agreements(i) the audited financial statements of the Borrower for the three consecutive fiscal years ended on or before August 31, instruments2005, documents(ii) the quarterly financial statements of the Borrower for each of the three consecutive fiscal quarters ended on or before May 31, certificates2006, and opinions as (iii) six years of projected financial statements of the Administrative Agent may reasonably request; andBorrower for each of the six consecutive fiscal years ending on or before August 31, 2012;
(o) the Borrower shall have paid the Administrative Agent all fees and any Lender expenses of counsel to the Administrative Agent for which an invoice has been submitted to the Borrower; and
(p) the Administrative Agent shall have received any information or materials reasonably required by from the Administrative Agent or such Lender in order Borrower written instructions as to assist the Administrative Agent or such Lender in maintaining compliance with (i) disbursement and application of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsproceeds of the initial Loans made hereunder.
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(ij) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(jk) each Lender and the Lenders L/C Issuer shall have received a Closing Date Borrowing Base Certificate;
(k) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the Administrative Agent shall have received financing statement value of the Collateral, the financial condition of the Borrower and federal tax lien searches against its Subsidiaries, and the Borrower, Whitestone REIT lack of material contingent liabilities of the Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries;
(l) the Administrative Agent shall have received a written opinion compliance certificate confirming that (i) the Total Leverage Ratio for the twelve (12) calendar month period ended June 30, 2007 is less than 2.00 to 1.0 and (ii) the Adjusted EBITDA for the 12-month period ended June 30, 2007 is at least $26,300,000, each calculated as if the indebtedness incurred on the Closing Date were incurred on the first day of counsel such 12-month period and on a pro forma basis giving effect to Whitestone REIT, the Acquisition of the Targets;
(m) the initial Credit Event shall not include a Revolving Loan in excess of $5,000,000 and the Borrower’s accounts payable are at historically normal levels;
(n) the Administrative Agent shall have received (i) audited financial statements of the Borrower and Point.360 for the fiscal years ended 2004, 2005, and 2006, and for GTN, Inc. for the fiscal years ended 2005 and 2006, (ii) unaudited quarterly financial statements for the four quarters ended June 30, 2007, for the Borrower and the Targets and (iii) unaudited financial statements of the Borrower and the Targets for the five fiscal months ended May 31, 2007, in each Material Subsidiarycase, including an income statement, a balance sheet, and a cash flow statement, and five-year projected financial statements, and a closing balance sheet adjusted to give effect to the initial Credit Event hereunder, and the Acquisition of the Targets, all in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mo) a certificate regarding the solvency of the Borrower and its Subsidiaries, which includes a pro forma balance sheet and cash flow projections and analyses for the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Acquisition of the Targets, executed by the chief financial officer of the Borrower;
(p) the Administrative Agent shall have received a fairness opinion addressed to Point.360’s board of directors in connection with the Acquisition of Point.360;
(q) the Administrative Agent shall have received a certificate executed on behalf of the Borrower by the chief executive officer, chief financial officer or senior vice president for finance of the Borrower either (i) attaching copies of all governmental consents, licenses, and approvals required in connection with the execution, delivery, and performance by the Borrower and Subsidiaries and the validity against the Borrower and Subsidiaries of the Loan Documents to which it is a party, and such governmental consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such governmental consents, license or approvals are required;
(r) [Intentionally omitted];
(s) the Administrative Agent shall have received a certified copy of the fully executed Internal Revenue Service Form W-9 for Point.360 Merger Agreement;
(t) the Acquisition of Point.360 has been approved by Point.360’s board of directors and (if necessary) shareholders. On the Closing Date, both before and after giving effect to the Acquisition of Point.360, no injunction or temporary restraining order which would prohibit or seek to unwind the Acquisition of Point.360 or any component thereof, or would prohibit the making of Loans or the issuance of Letters of Credit, or other litigation which would reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the Borrower, threatened;
(u) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each GuarantorSubsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(nv) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower, each Subsidiary and Point.360 setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(w) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Subsidiary, in form and substance satisfactory to the Administrative Agent; and
(x) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Borrower and its Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificate containing calculations of the Borrowing Base as of March 31, 2008, and Schedule 1.1 (form of which is attached hereto) and a Compliance Certificate;
(ki) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel (attached as Exhibit I hereto) to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of Xxxxx Xxxxxxxx, Senior Vice President and General Counsel or Xxxxx Xxxxxxxx, Assistant General Counsel, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Charter, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer or an assistant corporate controller of the Borrower’s Authorized Representatives, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Fee Letter; and
(mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreementslast day of June, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2000.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries;
(nl) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it; and
(m) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by Holdings, the Borrower, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any LenderLender at least two (2) Business Days prior to the Closing Date, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in Section 13.01) as of the Closing Date; (ii) to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) each Intellectual Property Security Agreement, duly executed by the Administrative Agent shall have received a list of and each Loan Party that owns copyrights, trademarks or patents, as applicable that is required to be pledged in accordance with the Borrower’s Authorized RepresentativesSecurity Agreement;
(hi) [reserved];
(j) the Administrative Agent shall have received the initial fees called for by required to be paid on the Closing Date pursuant to Section 2.1 hereof;
3.01 and, to the extent invoiced at least one (i1) Business Day prior to the capital and organizational structure of Whitestone REITClosing Date, the Borrower reasonable and its Subsidiaries shall be satisfactory documented fees, charges and disbursements of counsel to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof[reserved];
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.08;
(m) the Administrative Agent shall have received (i) evidence satisfactory to it that all Indebtedness under the Existing Credit Agreement shall be simultaneously terminated and all amounts thereunder shall be simultaneously repaid in full, (ii) pay-off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.07 and 8.08) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than ten (10) Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) other Loan Party and, if the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions Borrower qualifies as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable a “know your legal entity customer” or similar rules or regulationsunder the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Dynatrace, Inc.)
Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have received (which may include telecopy transmission of a signed signature page of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAgreement) that such party has signed a counterpart of this Agreement;
(b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of Note and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel;
(d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary;
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives;
(hg) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof;
(h) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event;
(i) Each of the capital representations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries warranties set forth in Section 7 hereof shall be satisfactory to the Administrative Agent, the Lenders, true and the L/C Issuer;correct in all material respects; and
(j) All legal matters incident to the Lenders execution and delivery of the Loan Documents shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance be reasonably satisfactory to the Administrative Agent;
Lenders. Each Lender that is also a “Lender” under the Existing Credit Agreement referenced in clause (mh) above, by its execution hereof, hereby waives any requirement under Section 3.7 of the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Existing Credit Agreement that the Borrower and each Guarantor;
(n) Borrowers give prior notice of the Administrative Agent shall have received such other agreements, instruments, documents, certificatestermination of the “Revolving Credit Commitments” thereunder, and opinions agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Administrative Agent may reasonably request; and
(o) Borrowers agree that the Administrative Agent Existing Credit Agreement shall terminate and any Lender all amounts payable thereunder shall have received any information or materials reasonably required by be due and payable on the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsdate hereof.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Initial Credit Event. Before or concurrently with the The obligation of each Lender to make its initial Credit EventEvent hereunder and the effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) the The Administrative Agent shall have received the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent:
(i) executed counterparts of this Agreement duly Agreement;
(ii) a Note executed by the Borrower, Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Material Subsidiaries, as Guarantors, and the LendersFourth Amendment Effective Date;
(biii) if requested by any Lendersuch certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes may reasonably require evidencing the identity, authority and capacity of the Borrower dated the date hereof and otherwise each Responsible Officer thereof authorized to act as a Responsible Officer in compliance connection with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it such Loan Party is a party on the Fourth Amendment Effective Date;
(iv) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit G to this Agreement and the consummation (ii) an opinion of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, local counsel or counsel in the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, legal department in form and substance reasonably satisfactory to the Administrative Agent;
(mv) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Fourth Amendment Effective Date after giving effect to the Transactions to occur on the Fourth Amendment Effective Date, substantially in the form of Exhibit H to this Agreement;
(vi) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in their respective jurisdictions of organization and in the counties in which their respective chief executive offices are located and copies of the financing statements (or similar documents) disclosed by such search results;
(vii) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and
(viii) the Administrative Agent shall have received a fully certificate executed Internal Revenue Service Form W-9 for and delivered by a Responsible Officer of the Borrower certifying compliance with the conditions precedent in Sections 4.01(c) and (d).
(b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c) At the time of and immediately after the Fourth Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing.
(d) The repayment of and termination of commitments under the Receivables Purchase Agreement shall have been consummated or shall be consummated simultaneously with the initial funding of the Term B Loans on the Fourth Amendment Effective Date.
(e) Substantially concurrently with the Fourth Amendment Effective Date, the repayment of all outstanding Term Loans (as defined in the Third Amended and Restated Credit Agreement) shall have been consummated.
(f) Subject to Section 5.14, the Collateral Agent shall have received the following:
(i) with respect to each Existing Mortgage in effect prior to the Fourth Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent;
(ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each GuarantorLoan Party relating thereto);
(niii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent;
(iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Fourth Amendment Effective Date; and
(v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Fourth Amendment Effective Date, as listed on Schedule 3.07(a) to the Third Amended and Restated Credit Agreement, an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Agent.
(g) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;
(h) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent);
(i) executed counterparts of this Agreement by the Required Lenders (as defined in the Third Amended and Restated Credit Agreement) and the Increase Revolving Facility Lenders;
(j) the Administrative Agent shall have received such other agreementsfor the account of each Lender that executes this Agreement, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably requestConsent Fee; and
(ok) the Administrative Agent and any Lender shall have received any information or materials reasonably required the Reaffirmation Agreement and the L/C Transfer Agreement, in each case, executed by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsparties thereto.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Xxxxx X. Xxxxxxxxxx, Esquire, Global General Counsel to the Borrower and Guarantors substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower substantially in the form of Exhibit C-2 hereto and (iii) Xxxxxxxxx and May, English counsel to Xxxxx Xxxx LaSalle Limited;
(b) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(c) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor that is a corporation, certified in each instance by its secretary or an assistant secretary (or its equivalent);
(d) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party;
(e) The Administrative Agent shall have received certificates, executed the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(f) The Administrative Agent shall have received to the extent requested by any Bank, such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11(d) hereof;
(cg) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s 's Authorized Representatives;
(h) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative AgentBanks; and
(i) The Second Amended and Restated Multicurrency Credit Agreement dated as of July 26, 2000 among the Borrower, the LendersGuarantors party thereto, the Banks party thereto and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Xxxxxx Trust and Savings Bank, as Administrative Agent shall have received financing statement been terminated and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent all amounts payable thereunder shall have received a written opinion been paid or shall be paid with the proceeds of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsinitial Credit Event.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Xxxxx Xxxxxxx LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(e) The Administrative Agent shall have received a duly executed set of the Credit Documents;
(f) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks;
(g) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of June 30, 2016 (stating a Consolidated Indebtedness to Capitalization Ratio in accordance with Section 7.17 hereof);
(h) During the period from December 31, 2015 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than $250 million 2.500% Senior Notes due 2019 and $300 million 3.950% Senior Notes due 2026 issued on January 13, 2016 pursuant to that certain Indenture, dated May 21, 2003, between the Borrower and Xxxxx Fargo Bank, National Association, as trustee (as amended and supplemented from time to time);
(i) The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(j) The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement;
(k) The Administrative Agent shall have received satisfactory evidence of the refinancing of that certain Revolving Credit Agreement, dated as of May 29, 2014, by and among the Borrower, the financial institutions party thereto and US Bank, as administrative agent, on terms and conditions reasonably acceptable to the Arrangers
(l) The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to it that the Administrative Agent;Existing Credit Agreement shall have been terminated and cancelled and all indebtedness (including interest and fees and other obligations) thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans hereunder); and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by the Borrowerall applicable parties, the Material Subsidiaries, as Guarantors(ii) dated a date satisfactory to Administrative Agent, and the Lenders(iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(ciii) the Collateral Documents, together with, to the extent Collateral (A) UCC financing statements to be filed against each Loan Party, as debtor, in favor of 739016937 20664705 Administrative Agent shall have received Agent, as secured party and (B) patent, trademark, and copyright Collateral Documents, to the extent requested by Administrative Agent;
(iv) evidence of insurance required to be maintained under the Loan Documents;
(dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fvii) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gviii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hix) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof2.10;
(ix) the capital and organizational structure of Whitestone REITfinancing statement, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenderstax, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and Property of each Material Subsidiary Loan Party evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lxi) satisfactory pay-off letters for all existing Indebtedness required to be repaid and which confirms that all Liens upon any of the property of Borrower and each Guarantor constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit;
(xii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentGuarantor;
(mxiii) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower;
(nxiv) unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) of Borrower for the Administrative Agent shall prior three fiscal quarters preceding the Closing Date and a pro forma compliance certificate;
(xv) a solvency certificate in the form of Exhibit I; and
(xvi) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have received been satisfied. 739016937 20664705
(xvii) a fully executed Beneficial Ownership Certification; and
(xviii) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer.
(c) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing.
(d) Administrative Agent and any Lender its counsel shall have received any information or materials reasonably completed all legal, tax and regulatory due diligence, including without limitation all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsits sole discretion.
Appears in 1 contract
Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)
Initial Credit Event. Before On or concurrently with before the initial Credit EventRestatement Effective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Xxxxx Xxxxxxx LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel June 30, 2016 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof);
(h) During the period from December 31, 2015 to the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than $250 million 2.500% Senior Notes due 2019 and $300 million 3.950% Senior Notes due 2026 issued on January 13, 2016 pursuant to that certain Indenture, dated May 21, 2003, between the Borrower and each Material SubsidiaryXxxxx Fargo Bank, in form National Association, as trustee (as amended and substance reasonably satisfactory supplemented from time to time);
(i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(mj) the Administrative Agent The Borrower shall have received a fully executed Internal Revenue Service Form W-9 for prepaid the Borrower and each Guarantor;Existing Loans in an amount such that after giving effect thereto, the outstanding aggregate principal amount of the Existing Loans immediately prior to the Restatement Effective Date is $100,000,000; and
(nk) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventRestatement Effective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Xxxxx Xxxxxxx LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel December 31, 2014;
(h) During the period from December 31, 2014 to Whitestone REITthe Restatement Effective Date, except as set forth on Schedule 6.1, neither the Borrower and each Material Subsidiarynor any of its Subsidiaries shall have issued, in form and substance reasonably satisfactory incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(ok) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of the Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit EventRestatement Effective Date:
(a) the Administrative Agent shall have received (i) this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrowers and the Lenders, (ii) supplements to the Deeds of Trust duly executed by the applicable Borrowers, (iii) the Security Agreement, Joinder and Reaffirmation, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrowers, (iv) landlord waivers, patent, trademark and copyright collateral agreements, and deposit account control agreements, in each case to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note, such Lender’s duly executed Notes Note of the Borrower Borrowers, dated the date hereof Restatement Effective Date and otherwise in compliance with the provisions of Section 1.10 hereof2.11(d);
(c) the Administrative Agent shall have received an amendment to the Limited Guaranty in form and substance acceptable to the Administrative Agent executed by the Limited Guarantor;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) , naming the Administrative Agent shall have received copies of Whitestone REIT’sas additional insured, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretomortgagee and/or lenders loss payee, certified in each instance by its Secretary or Assistant Secretaryas applicable;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s, if any, Organization Documents, certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(f) the Administrative Agent shall have received copies of resolutions of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent;
(fg) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereofRestatement Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representativesapplicable;
(h) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees called for required by Section 2.1 hereof2.12;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the initial Credit Event;
(j) the Administrative Agent shall have received title searches on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(j) attached hereto, in form and federal tax lien searches against substance acceptable to the BorrowerAdministrative Agent;
(k) the Lenders shall have received (i) completed standard flood hazard determination forms from a third party vendor with respect to each parcel of real property constituting Collateral (or required to be added as Collateral as of the Restatement Effective Date) and (ii) if any such real property is located in a special flood hazard area, Whitestone REIT (x) evidence of notices to (and confirmations of receipt by) the applicable Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each Material Subsidiary evidencing case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the absence of Liens on its Property except for Permitted Liens Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise permitted required by Section 8.8 hereofthe Administrative Agent or any Lender, and the Administrative Agent and each Lender shall have completed flood insurance compliance with respect to such real property (as evidenced by the execution and delivery of this Agreement by each such Person);
(l) the Administrative Agent shall have received a Deed of Trust encumbering the Big Spring Texas Property, acceptable in form and substance to the Administrative Agent, duly executed by the applicable Borrowers;
(m) the Administrative Agent shall have received a mortgagee’s title insurance policy (or binding commitment therefore) in form and substance acceptable to the Administrative Agent in an aggregate amount equal to U.S. $165,656,000 insuring the Lien of the Deed of Trust for the Big Spring Texas Property to be a valid first priority Lien subject to no defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;
(n) the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, and each such survey shall also state whether or not any portion of such real property is in a federally designated flood hazard area;
(o) the Administrative Agent shall have received a flood determination report for the real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of each such property is in a federally designated flood hazard area, and, if any insurable improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law;
(p) no injunction, temporary restraining order or other legal action would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened;
(q) the Administrative Agent shall have received an updated projection model and such other evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E attached hereto, it being acknowledged that the five year projection model delivered to the Administrative Agent on July 11, 2018, covenant compliance materials delivered to the Administrative Agent on August 16, 2018, pursuant to Section 6.1 of the Prior Credit Agreement are deemed to satisfy the requirements of this clause (q);
(r) at all times on the Restatement Effective Date, the Borrowers shall have Unused Commitments of at least U.S. $100,000,000;
(s) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Borrowers and their Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens;
(t) DKL Transportation shall have caused the delivery to Xxx Trans Services, Inc. of all certificates of title that must be delivered in order to perfect the Liens required by Section 4 of this Agreement;
(u) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) since December 31, 2017, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the Borrower or any of its Subsidiaries (iii) there is no injunction, temporary restraining order or other legal action that would prohibit the initial Credit Event, and (iv) at all times on the Restatement Effective Date, Holdings directly or indirectly owns legally and beneficially at least 51% of the limited partnership interests of the MLP;
(v) the Administrative Agent shall have received certification that (i) the copies of all Material Agreements previously delivered to the Administrative Agent remain true, correct, and complete, and (ii) none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented except as disclosed to and approved by the Administrative Agent;
(w) the Administrative Agent shall have received the favorable written opinion opinion(s) of Xxxx Xxxxx & Xxxx PLC, counsel to Whitestone REITthe Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Borrower Administrative Agent, including a New York law opinion and each Material Subsidiarya local Tennessee opinion;
(x) the Administrative Agent shall have received favorable written opinions of local counsel to the Borrowers and the Guarantors in Texas, Tennessee, Louisiana, Oklahoma, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent;
(my) neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Restatement Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder;
(z) the Administrative Agent’s due diligence with respect to the Borrowers and their Subsidiaries shall be completed in a manner reasonably acceptable to the Administrative Agent;
(aa) each Lender shall have received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for the each Borrower and each Guarantor;
(nbb) the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender, an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and
(cc) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this (i) the First Supplements to the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing duly executed by the Borrower, (ii) the Material SubsidiariesSecurity Agreement duly executed by the Borrower and each of its existing Subsidiaries as of the Closing Date, (iii) the Guaranties duly executed by Marketing, Inc. and Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, (iv) the Pledge Agreement duly executed by Marketing Inc., Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, together with (x) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests of Marketing Inc., Marketing GP and each Subsidiary of the Borrower as of the Closing Date, if any, (y) stock powers for the Collateral consisting of the stock or other equity interest in each of Marketing GP, Marketing Inc., the Borrower and each Subsidiary of the Borrower as of the Closing Date, if any, executed in blank and undated, (v) UCC financing statements to be filed against Marketing GP, Marketing Inc., the Borrower and each Subsidiary of the Borrower as of the Closing Date, if any, each as debtor, in favor of the Administrative Agent, as Guarantorssecured party, (vi) patent, trademark, and copyright collateral agreements, to the Lendersextent requested by the Administrative Agent, and (vii) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan DocumentsDocuments including, without limitation, environmental insurance, naming the Administrative Agent as mortgagee and lender loss payee;
(dc) the Administrative Agent shall have received for each Lender copies of Whitestone REITthe Borrower’s, the BorrowerMarketing Inc.’s and each Material SubsidiaryMarketing GP’s certificate of limited partnership agreement, certificate formation operating agreement, articles of incorporation and bylaws bylaws, as applicable (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REITthe Borrower’s, the BorrowerMarketing Inc.’s and each Material SubsidiaryMarketing GP’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Borrower’s, the BorrowerHoldings’, Marketing Inc.’s and each Material SubsidiaryMarketing GP’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REITthe Borrower, the Borrower Marketing Inc. and each Material Subsidiary Marketing GP (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization organization, as applicable, and of each state in which it is qualified to do business as a foreign partnership corporation or organization;
(f) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized RepresentativesLenders the initial fees called for by Section 2.12 hereof;
(h) the Administrative Agent shall have received unaudited monthly financial statements of the initial fees called Borrower and its Subsidiaries (including an income statement, a balance sheet, and a cash flow statement) for by Section 2.1 hereofeach month through October 31, 2007;
(i) all legal, tax and regulatory matters relating to the capital Revolving Credit and organizational structure of Whitestone REIT, any transactions financed with the Borrower and its Subsidiaries proceeds thereof shall be satisfactory to the Administrative Agent, the Agent and Lenders, and the L/C Issuer;
(j) the Administrative Agent and Lenders shall have received a Closing Date Borrowing Base Certificatesatisfactorily completed their due diligence with respect to the Borrower and the Guarantors;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Borrower and the Guarantors, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(l) as of the Closing Date, each of the operating deposit accounts of the Borrower (other than local pxxxx cash deposit accounts, payroll accounts and broker accounts described in clause (ii) of the proviso to Section 4.1 hereof) shall be maintained with the Administrative Agent shall or at other financial institutions reasonably acceptable to the Administrative Agent which have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, entered into account control agreements in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for certified true, correct and complete copy of (i) the Borrower Refining Marketing Agreement which has termination provisions acceptable to the Administrative Agent and a maturity date of no earlier than December 31, 2012 and (ii) each Guarantorof the MAPCO Services Agreement and the Refining Operating Agreement which have maturity dates and termination provisions acceptable to the Administrative Agent;
(n) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower or any of its Subsidiaries and any Guarantor from that reflected in the December 31, 2006 financial statements previously delivered to the Administrative Agent shall have occurred;
(o) the Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Administrative Agent; and
(p) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received (i) copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary), or (ii) a certification by an authorized officer of AF REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary) that such organizational documents have not been amended or otherwise modified since true, correct and complete certified copies were last delivered to the Administrative Agent and each such organizational document remains in full force and effect as of the certification date;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate);
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base copy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2020 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2022, December 31, 2023, and December 31, 2024, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) a Compliance Certificate, each in form and substance reasonably acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2020, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of Bxxxxx Xxxxxx LLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) each “Lender” under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement that is not a Lender hereunder (each an “Exiting Lender”) shall have executed this Agreement on the Closing Date as an Exiting Lender, and (B) the Administrative Agent shall have received such other agreements, instruments, documents, certificatesaggregate unpaid principal amount of “Revolving Loans” (under, and opinions as defined in, the Administrative Agent Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting Lenders thereunder as of the Closing Date, shall be repaid in full (which repayment may reasonably requestbe from the proceeds of Loans made by the Lenders hereunder); and
(op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material SubsidiariesGuarantors as of the Closing Date, as Guarantorsthe L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderXxxxxx’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(i) the capital Administrative Agent shall have received all requested financial statements of the Loan Parties, each in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) since December 31, 2023, no material adverse change in the Lenders business, financial condition, operations, performance or Properties of the Loan Parties, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred;
(k) the Administrative Agent shall have received financing statement the Security Agreement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully Pledge Agreement duly executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance Loan Parties party thereto, together with (i) original stock certificates or other similar instruments or securities, if applicable, representing all of the Act (issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary as hereinafter defined) of the Closing Date, and (ii) any applicable “know your customer” stock powers, if applicable, executed in blank and undated for the Collateral consisting of the Stock or similar rules or regulations.other Equity Interest in each such Material Subsidiary;
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Xxxxx Xxxxxxx LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel March 31, 2013;
(h) During the period from December 31, 2012 to Whitestone REITthe Effective Date, neither the Borrower and each Material Subsidiarynor any of its Subsidiaries shall have issued, in form and substance reasonably satisfactory incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(mj) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received a fully executed Internal Revenue Service Form W-9 for its account the Borrower fees due and each Guarantorowing to it hereunder;
(nk) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request;
(l) There has been no material adverse change in the business, assets, operations, performance or condition, financial or otherwise, of the Borrower and its subsidiaries taken as a whole, since the last day of the most recently audited financial year of the Borrower; and
(om) the The Administrative Agent and any Lender shall have received any information or materials reasonably required by evidence satisfactory to it that each of the Administrative Agent or such Lender in order Subject Credit Agreements shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to assist the Administrative Agent or such Lender in maintaining compliance extent being so repaid with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsinitial Loans hereunder).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such to the extent requested by any Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 15 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and and, if different, of each the state in which it its principal place of business is qualified to do business as located;
(f) the Administrative Agent shall have received for each Lender a foreign corporation or organizationlist of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized RepresentativesLenders the initial fees as agreed to between the Borrower and the Administrative Agent;
(h) the Administrative Agent shall have received evidence of the initial fees called for by Section 2.1 hereoftermination of the Credit Agreement dated as of November 26, 1997 among USFreightways Corporation, the banks party thereto and Bank One, N.A., as Agent and payment in full of all amounts owing thereunder;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT favorable written opinion of counsel to the Borrower and each Material Subsidiary evidencing Guarantor, in form and substance satisfactory to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;Administrative Agent; and
(lj) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBanks;
(b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence the Security Agreement duly executed by the Borrower and each Material Subsidiary, the Pledge Agreement duly executed by the Borrower and each Material Subsidiary, and the Guaranty duly executed by each Material Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement (limited to 65% in the case of the Voting Stock of a Foreign Subsidiary under Section 4.1 hereof), (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary each to be maintained under executed in blank and undated, and (iii) UCC financing statements or amendments thereof to be filed against the Loan DocumentsBorrower and each Material Subsidiary, as debtor, in favor of the Agent, as secured party;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and of each Material Subsidiary’s 's Board of Directors (or similar comparable governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state (other than any state in which it is not in good standing and such failure to be in good standing would not have a Material Adverse Effect) in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received for each Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof;
(i) each Bank shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure value of Whitestone REITthe Collateral, the financial condition of the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the LendersSubsidiaries, and the L/C Issuerlack of material environmental and other contingent liabilities of the Borrower and its Subsidiaries;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Bank the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each its Material SubsidiarySubsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for satisfactory assurances that the Borrower and each Guarantor;
(n) the Administrative Agent shall will have received and approved (both as to form and substance) such UCC financing statements and other agreements, instruments, documents, certificates, instruments and opinions documents as it shall deem necessary to perfect the Administrative Agent may reasonably requestLiens required hereunder and satisfactory lien searches confirming the priority of such Liens; and
(ol) all obligations owing to the Administrative Agent lenders party to the Original Credit Agreement shall be paid in full out of the initial Credit Event hereunder (other than for Loans and any Lender shall have received any information or materials reasonably required by Letters of Credit which remain outstanding under, and owing to the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks party to, this Agreement).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrowers and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received duly executed Collateral Documents together with (to the extent not heretofore delivered to the Administrative Agent)
(i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each applicable Credit Party (other than Parent), together with stock powers for such Collateral executed in blank and undated, (ii) patent, trademark, and copyright security agreements as the Administrative Agent shall reasonably require, (iii) deposit account and securities account control agreements as the Administrative Agent shall reasonably require with respect to accounts of Credit Parties (other than with respect to (A) the Xxxxx Account, which shall be delivered as provided in Section 4.2, (B) Excluded Accounts and (C) cash and Cash Equivalents consisting of proceeds of Collateral other than First Priority Collateral) and (iv) the Guaranty of each Credit Party (other than the Borrowers);
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee or additional insured, as applicable;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Credit Party’s organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary or analogous officer or manager;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Credit Party’s and each Material Subsidiary’s Board board of Directors directors (or similar analogous governing body) or supervisory board), authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sthe behalf of such Credit Party, the Borrower’s and each Material Subsidiary’s behalfas applicable, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeanalogous officer or manager;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 10 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives;
(hi) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof and all reimbursement for reasonable out-of-pocket expenses of the Administrative Agent incurred through the date hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Credit Parties evidencing the absence of Liens on its the Property of the Credit Parties except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate;
(l) the Administrative Agent shall have received a certificate with respect to the Credit Parties, duly executed and delivered by an officer of the Borrower Representative, attesting to the solvency of the Credit Parties, in conformity with the provisions of Section 6.19 and after giving effect to the Credit Events contemplated hereby, and attaching such pro forma balance sheets and other materials as may be reasonably requested by Administrative Agent;
(m) the Administrative Agent shall have received the financial statements referred to in Section 6.5 hereof, a projected Closing Date balance sheet, and projected financial statements for the three-year period following the Closing Date, all in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received fully executed copies of the Indenture, the Notes issued thereunder, the collateral documents executed and delivered in connection therewith and the Intercreditor Agreement, all in form and substance reasonably satisfactory to Administrative Agent;
(o) the Administrative Agent shall have received for each Lender the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) the Borrowers shall have repaid in full the existing Indebtedness for Borrowed Money owing to Credit Suisse and certain lenders, and Credit Suisse shall have released all of its Liens on the Property of each Credit Party;
(q) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and
(r) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The occurrence of the Effective Date and the obligation of the Lenders to make the initial Loans and of the Issuing Bank to issue Letters of Credit Eventhereunder are subject to the receipt by the Administrative Agent, on or before the date hereof, of each of the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and the Issuing Bank:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Certified copies of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles certificate of incorporation and bylaws (or comparable organizational documents) of each Credit Party and any amendments theretoall corporate action and, certified in if necessary, stockholder action taken by each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of Credit Party approving this Agreement and the other Loan Documents to which it is a party and borrowings by the Borrower hereunder and the consummation guarantee by the Guarantors hereunder (including a certificate setting forth the resolutions of the Boards of Directors of each Credit Party adopted in respect of the transactions contemplated hereby and thereby, together with specimen signatures );
(b) A certificate of each Credit Party in respect of each of the persons officers (i) who is authorized to execute such sign this Agreement and the other Loan Documents on its behalf and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents on Whitestone REIT’sand giving notices and other communications in connection with this Agreement, the Borrower’s other Loan Documents and the transactions contemplated hereby and thereby. The Administrative Agent, the Issuing Bank and the Lenders may conclusively rely on such certificate until such person receives notice in writing from the applicable Credit Party to the contrary;
(c) Certificates, as of a recent date, from the appropriate authorities for each Material Subsidiary’s behalfjurisdiction in which the Credit Parties are incorporated or qualified to do business, all certified as to the good standing of each Credit Party in each instance by its Secretary or Assistant Secretary or other Authorized Representativesuch jurisdiction;
(d) A certificate of a senior officer of each Credit Party to the effect set forth in the first sentence of Section 7.02;
(e) An opinion of Jamex X. Xxxxxxxxx, Xxneral Counsel and Elizxxxxx X Xxxxxx, Xxnior Counsel, of HSN, Inc. and counsel for the Credit Parties, substantially in the form of Exhibit C;
(f) The Total Debt Ratio Notice for the Administrative Agent shall have received copies Borrower's four-Fiscal Quarter period ended December 31, 1996 (or, if the initial Loans hereunder are made more than 60 days after the end of any succeeding Fiscal Quarter, for the four-Fiscal Quarter period ended as of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office end of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationmost recent such succeeding Fiscal Quarter);
(g) The Notes dated the Administrative Agent shall have received a list date hereof and duly executed and delivered by the Borrower to the order of each Lender and otherwise appropriately completed, bearing the executed guarantee of the Borrower’s Authorized RepresentativesGuarantors;
(h) Counterparts of this Agreement which, when taken together, bear the Administrative Agent shall have received signatures of all the initial fees called for by Section 2.1 hereofparties hereto;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerBorrowers, the Material SubsidiariesParent, as Guarantors, the Collateral Agent and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.9 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documentsa fully executed Control Agreement;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation formation and bylaws operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors Directors, Members or Managers (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Parties (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it such Loan Party is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrowers’ Authorized Representatives and a certificate as to each Borrower’s Authorized RepresentativesDesignated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital Administrative Agent shall have received (A) the audited balance sheet of each Borrower as of December 31, 2012, December 31, 2011 and organizational structure of Whitestone REITDecember 31, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, 2010 and the L/C Issuerrelated audited statements of income and retained earnings and cash flows for the fiscal years ended December 31, 2012, December 31, 2011 and December 31, 2010 and (B) copies of financial statements and reports of each Borrower, including a calculation of such Borrower’s net capital, for each month for the thirty-six months ended April 30, 2013 consisting of balance sheets and profit and loss statements in the form of FOCUS-Part 2;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefinancing statement, tax, and judgment lien search results against the Property of the Loan Parties evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(ml) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.23 hereof; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Loan Parties;
(m) since December 31, 2012, there has been no change in the operation, business, Property or financial condition of each Borrower and each Guarantorexcept those occurring in the ordinary course of business, none of which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;
(n) evidence satisfactory to the Administrative Agent that the Transactions have been consummated in accordance with the Agreement and Plan of Merger and the Parent owns 100% of the outstanding equity interests in each Borrower; and
(o) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of KCA setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of KCA) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of KCA, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(p) the Administrative Agent shall have received $309,652.78 representing all outstanding principal, accrued interest, fees and other obligations due and owing under the Octeg Credit Agreement; and
(q) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement and the other Loan Documents duly executed by the BorrowerBorrower and each Guarantor party hereto, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;.
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(i) since December 31, 2020, no material adverse change in the capital and organizational structure business, condition (financial or otherwise), operations or properties of Whitestone REIT, the Borrower Postal Realty REIT and its Subsidiaries Subsidiaries, taken as a whole, shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuerhave occurred;
(j) if the Lenders shall have received Borrower qualified as a Closing Date Borrowing Base Certificate“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;
(k) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received financing statement an owner’s title insurance policy or commitment with respect to such Borrowing Base Property in form and federal tax lien searches against substance reasonably acceptable to the BorrowerAdministrative Agent from a title insurance company acceptable to the Administrative Agent and, Whitestone REIT and each Material Subsidiary evidencing to the absence extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of Liens on its Property except for Permitted Liens this nature or as otherwise permitted with applicable Legal Requirements, any other agreement, instrument, document or certificate reasonably requested by Section 8.8 hereofthe Administrative Agent with respect to such Borrowing Base Property;
(l) the Administrative Agent shall have received a financing statement, tax, and judgment lien search results against Borrower and Postal Realty REIT and financing statement lien search results against each Material Subsidiary, evidencing, in each case, the absence of Liens thereon except Permitted Liens;
(m) to the extent applicable, the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Permitted Liens) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mo) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each GuarantorLoan Party;
(np) the Administrative Agent shall have received a Closing Date Borrowing Base Certificate;
(q) the Administrative Agent shall have received a Closing Date Compliance Certificate;
(r) the Administrative Agent shall have received evidence of the insurance policies required by Section 8.4 of this Agreement; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Borrower and its Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(f) the Administrative Agent shall have received for each Lender a list of the Borrower's Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificate containing calculations of the Borrowing Base and Schedule 1.1 (form of which is attached hereto) and a Compliance Certificate;
(ki) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the Borrower, Whitestone REIT with respect to Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except Guarantor and UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(lj) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel (attached as Exhibit I hereto) to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mk) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10 hereof;
(b) intentionally left blank;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 2.11 hereof;
(h) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrower, and the lack of material contingent liabilities of the Borrower;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary ABI evidencing the absence of Liens on its Property except for Permitted Liens and Liens on the assets of ABI under the Existing ABI Facility (which Liens shall be released in connection with the initial Credit Event);
(j) the Agent shall have received a pay-off letter from Xxxxxxx Xxxxx Professional Clearing Corp. setting forth, among other things, the total amount of indebtedness outstanding and owing under the Existing ABI Facility (and outstanding letters of credit issued for the account of ABI), which pay-off letter shall include a general release of all collateral securing such Existing ABI Facility upon the repayment of such indebtedness with the proceeds of the initial Credit Event, and shall otherwise be in form and substance acceptable to the Agent;
(k) the Existing Credit Agreement shall have been terminated and all amounts owing thereunder (including all principal, interest and accrued fees) shall have been paid (or as otherwise permitted by Section 8.8 hereofshall contemporaneously be paid) in full;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agentintentionally left blank;
(m) all conditions precedent to the Administrative ABI Merger shall have been satisfied (or waived in writing pursuant to the terms of the Merger Agreement) and the Agent shall have received a fully executed Internal Revenue Service Form W-9 for evidence satisfactory to it of the Borrower and each Guarantorforegoing;
(n) the Administrative Agent shall have received a solvency certificate and a pro forma balance sheet of the Borrower and its Subsidiaries (after giving effect to the ABI Merger) and the same shall be satisfactory to the Agent;
(o) the Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower (which may be the in house counsel of the Borrower), in form and substance satisfactory to the Agent;
(p) the Agent shall have received a copy of the Borrower’s temporary investment policy, as approved by the Borrower’s board of directors, certified by an officer of the Borrower acceptable to the Agent; and
(q) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) . By execution of this Agreement, each of the Administrative Agent and Lenders that is a lender under the Existing Credit Agreement hereby waives any Lender shall have received any information or materials reasonably required by requirement set forth in the Administrative Agent or such Lender in order to assist Existing Credit Agreement of prior notice of the Administrative Agent or such Lender in maintaining compliance with (i) termination of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationscommitments thereunder.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrower, favorable written opinion of counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit D hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;Banks; and
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized Representatives;
(h) , stating that on the Administrative Agent shall have received the date of such initial fees called for by Section 2.1 hereof;
(i) the capital Credit Event no Default or Event of Default has occurred and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsis continuing.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement, and Pledge Agreement duly executed by the Company and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (65% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.1 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord's and warehouseman's lien waivers to the extent required by the Security Agreement;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee;
(de) the Administrative Agent shall have received evidence satisfactory to it that, simultaneously with the initial advance hereunder, the obligations of the Borrowers under the Existing Credit Agreement are paid in full and the Existing Credit Agreement is cancelled;
(f) the cash purchase price due under the LCI Purchase Agreement shall not exceed $125,000,000 and all conditions precedent to the LCI Acquisition shall have been satisfied except for the Lenders' funding of approximately $105,000,000 of the cash purchase price thereof, and the Administrative Agent shall have received satisfactory evidence of each of the foregoing;
(g) nothing shall come to the attention of the Company, LCI, the Agent or any Lender which indicates that the capital structure and financial condition of the Company (including without limitation its current assets and current liabilities) immediately after giving effect to the LCI Acquisition shall be detrimentally at variance, in any material respect, from those presumed in the pro forma financial statements and other financial materials furnished by the Company to the Lenders in connection with the LCI Acquisition;
(h) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office);
(ei) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office);
(fj) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gk) the Administrative Agent shall have received a list of the each Borrower’s 's Authorized Representatives;
(hl) the Administrative Agent shall have received a true, correct and complete copy of the LCI Purchase Agreement, certified by the Company;
(m) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(in) the capital each Lender shall have received such evaluations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory certifications as it may reasonably require in order to satisfy itself as to the Administrative Agent, financial condition of the LendersBorrowers and their Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrowers and their Subsidiaries;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ko) the Administrative Agent shall have received financing statement for each Lender the favorable written opinion of counsel to the Credit Parties, in form and federal tax lien searches against substance satisfactory to the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;Administrative Agent; and
(lp) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the a. The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Drinker Xxxxxx & Xxxxx LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
b. The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
c. The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
d. The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the e. The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(h) f. All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the g. The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel September 30, 2020 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof);
h. During the period from December 31, 2019 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the Borrower’s $400,000,000 2.500% Notes due 2030 issued on June 12, 2020;
i. The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
j. The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement;
k. Upon the reasonable request of any Bank made at least ten days prior to the Effective Date, the Borrower must have provided to such Bank the documentation and each Material Subsidiaryother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in form and substance reasonably satisfactory each case at least five days prior to the Administrative AgentEffective Date;
(m) l. At least five days prior to the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Effective Date, if the Borrower and each Guarantor;qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower; and
(n) the m. The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received (i) the Security Agreement duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in each Subsidiary as of the Closing Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in each Subsidiary, (C) UCC financing statements to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent; and (E) Collateral Access Agreements, to the extent requested by the Administrative Agent; and (ii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received the Mezzanine Debt Subordination Agreement duly executed by the Mezzanine Agent and the other parties thereto, together with certified copies of the Mezzanine Loan Agreement and the other Mezzanine Debt Documents in effect on the Closing Date, which documents shall be in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of the Bonding Agreements in effect on the Closing Date certified by a Duly Authorized Officer of the Borrower, which documents, including the aggregate bonding availability thereunder, shall be in form and substance reasonably satisfactory to the Administrative Agent;
(f) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and lenders loss payee, as applicable;
(dg) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoOrganization Documents, certified in each instance by its Secretary or Assistant Secretarya Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(eh) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer;
(fi) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gj) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement for itself and federal tax lien searches against for the Borrower, Whitestone REIT and each Material Subsidiary evidencing Lenders the absence of Liens on its Property except for Permitted Liens or as otherwise permitted initial fees required by Section 8.8 hereof2.13;
(l) the Administrative Agent shall have received certification from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent of the Solvency of the Loan Parties on a consolidated basis after giving effect to the Related Transactions and the initial Credit Event;
(m) the Administrative Agent shall have received: (i) an executed compliance certificate in the form of Exhibit E, calculated based on the Borrower’s financial conditions as of March 31, 2016, but giving effect to the Related Transactions and initial Credit Event; (ii) a closing date balance sheet for the Borrower and its Subsidiaries calculated based on the Borrower’s financial conditions as of March 31, 2016, but giving effect to the Related Transactions and initial Credit Event; (iii) unaudited historical quarterly financial statements for the Borrower and its Subsidiaries for the quarter ended March 31, 2016 and unaudited historical monthly financial statements for the Borrower and its Subsidiaries for each of the months ended April 30, 2016 and May 31, 2016; (iv) a certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent, certifying that since March 31, 2016, no Material Adverse Effect has occurred; (v) a Borrowing Base Certificate as of the Closing Date, along with a Collateral Report executed on behalf of the Borrower by a Duly Authorized Officer of the Borrower, with Accounts and Eligible Accounts calculated as of May 31, 2016 and otherwise calculated after giving pro forma effect to the Related Transactions and the initial Credit Event; and (vi) a certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent certifying as of the Closing Date (A) the ratio of (x) Total Funded Debt of the Borrower and its Subsidiaries, after giving effect to the Related Transactions and the advancing of the Loans (as defined in the Mezzanine Loan Agreement) to (y) EBITDA for the period of twelve (12) consecutive months ended on March 31, 2016, calculated on a pro forma basis after giving effect to the Related Transactions and the advancing of the Loans (as defined in the Mezzanine Loan Agreement) shall not exceed 3.65:1.00 and (B) EBITDA for the period of twelve (12) consecutive months ending on March 31, 2016 shall be equal to or greater than $11,600,000;
(n) after giving effect to the Related Transactions and the initial Credit Event, the Borrower shall have Borrowing Base Availability and Unused Revolving Credit Commitments of at least $5,000,000;
(o) the Administrative Agent shall have received financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for Permitted Liens;
(p) the Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted Liens) of the Loan Parties and of the Amended and Restated Senior Subordinated Loan Agreement, setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any of the Loan Parties) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any of the Loan Parties, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(q) the Administrative Agent shall have received the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mr) the Administrative Agent’s due diligence with respect to the Loan Parties and their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent;
(s) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for each of the Borrower and each GuarantorLoan Parties;
(nt) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except for the Mezzanine Subordinated Debt and as otherwise permitted by Section 6.11, prior to the Closing Date and during the Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
(i) the Administrative Agent shall have received the Merger Agreement duly executed by the Parent and the other parties thereto, and certified by a Duly Authorized Officer of the Borrower, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) the Administrative Agent shall have received evidence satisfactory to it that the Required Merger has closed or will close simultaneously with the closing of this Agreement; and
(v) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly Notes executed Notes of by the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests, to the extent such equity interests are certificated, in each Domestic Subsidiary as of the Restatement Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest, to the extent such equity interests are certificated, in each Domestic Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and lender’s loss payee;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REITfinancing statement, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenderstax, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Loan Parties evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(i) the Administrative Agent shall have received the favorable written opinion of counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent;
(j) projected financial statements of Parent and its Subsidiaries for the five-year period immediately following the Restatement Closing Date, in form and substance satisfactory to the Administrative Agent;
(k) the Lenders shall have received sufficiently in advance of the Restatement Closing Date all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act;
(l) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder;
(m) all principal, interest and other amounts owing under the Existing Credit Agreement (other than Letters of Credit) shall have been repaid in full (or shall contemporaneously be repaid in full with the proceeds of Revolving Loans hereunder);
(n) no material adverse change in the business, condition (financial or otherwise), operations, performance, or properties, of any Loan Parties or their Subsidiaries, taken as a written opinion of counsel to Whitestone REITwhole, from that reflected in the Borrower March 31, 2014 financial statements already received by the Administrative Agent shall have occurred;
(o) all legal, tax and each Material Subsidiary, in form and substance reasonably regulatory matters shall be satisfactory to the Administrative Agent;
(mp) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower other Loan Documents set forth on the Document Checklist related to this Agreement, in form and each Guarantor;substance satisfactory to the Administrative Agent; and
(nq) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre & Xxxxxx LLP, counsel to Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lender’s duly executed Notes of other related matters as the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofAdministrative Agent may reasonably request;
(cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the The Administrative Agent shall have received copies for each Bank which has requested same such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITSeptember 30, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent2010;
(mh) During the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for period from December 31, 2009 to the Effective Date, neither Borrower and each Guarantornor any of its Subsidiaries have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(ni) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) have been satisfied;
(j) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to Borrower, and (ii) General Counsel to the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofBorrower;
(cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the The Administrative Agent shall have received copies for each Bank such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed original of counsel the Fee Letter;
(h) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of June 30, 2003;
(i) The Administrative Agent shall have received a duly executed copy of the amendment to Whitestone REIT, the Borrower Related Agreement dated as of the date hereof and each Material Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mj) During the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for period from June 20, 2003 to the Borrower and each GuarantorEffective Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(nk) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 have been satisfied;
(l) The Borrower shall have paid to each Bank the applicable fees for providing its Commitment under this Agreement; and
(m) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerParent, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s the Security Agreement duly executed Notes by the Parent, Borrower and Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (65% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower dated and each Guarantor, as debtor, in favor of the date hereof Administrative Agent, as secured party, (iv) patent, trademark, and otherwise in compliance with copyright collateral agreements to the provisions of Section 1.10 hereofextent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and loss payee;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REITthe Parent’s, the Company’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’sthe Parent, the Company, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Parent’s, the Company’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REITthe Parent, the Company, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REITthe Parent, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, Agent and the L/C IssuerLenders including without limitation (i) receipt by the Parent of cash common equity contributions of not less than $50,000,000 from Xxxxx Xxxxxxx and $12,087,491 from members of management and (ii) receipt by the Borrower of cash proceeds of not less than $15,000,000 from the Second Lien Loans;
(j) the Lenders each Lender shall have received (i) such evaluations and certifications as it may reasonably require (including a Closing Date Borrowing Base CertificateCertificate containing calculations of the Borrowing Base after giving effect to the Borrowings made on the Closing Date) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(k) the Administrative Agent shall have received financing statement a Compliance Certificate confirming that (i) the First Lien Leverage Ratio and federal tax lien searches against Total Leverage Ratio for the Borrowertwelve (12) calendar month period ended October 31, Whitestone REIT 2006 is less than or equal to 3.00 to 1.0 and 4.00 to 1.0, respectively, each Material Subsidiary evidencing calculated as if the absence indebtedness incurred on the Closing Date were incurred on the first day of Liens such 12-month period and on its Property except a pro forma basis giving effect to the ELC Acquisition and the Second Lien Loan; provided, that for Permitted Liens or as otherwise permitted by Section 8.8 hereofpurposes of computing the First Lien Leverage Ratio and Total Leverage Ratio pursuant to this subsection, Adjusted EBITDA shall deemed to be the lesser of (x) actual Adjusted EBITDA for such period and (y) $14,500,000 and (ii) Adjusted EBITDA of the Company for the twelve fiscal months ended October 31, 2006 was not less than $13,900,000;
(l) the Administrative Agent shall have received (i) unaudited quarterly financial statements for the four quarters most recently ended for the Company and (ii) unaudited monthly financial statements of the Company for the most recently ended ten fiscal months ended October 31, 2006, in each case, including an income statement and a balance sheet, and five-year projected financial statements, and a pro forma closing balance sheet as of October 31, 2006 adjusted as if the initial Credit Event hereunder occurred on October 31, 2006 without giving effect to any purchase price adjustments required by GAAP, the Second Lien Loans and the ELC Acquisition, all in form and substance reasonably acceptable to the Administration Agent;
(m) A certificate regarding the solvency of the Parent and its Subsidiaries, which includes a pro forma balance sheet and cash flow projections and analyses for the Parent and its Subsidiaries, on a consolidated basis, after giving effect to the ELC Acquisition and the Second Lien Loans, executed by the Vice President, General Counsel and Secretary of the Parent;
(n) the initial Credit Event shall not include a Revolving Loan in excess of $3,500,000 and after giving effect to the initial Credit Event, there shall be at least $10,000,000 in Unused Revolving Credit Commitments and in availability under the Borrowing Base;
(o) without limiting the provisions of Section 7.2(n), above, the Administrative Agent shall be satisfied with the results of the collateral audit of the Company;
(p) the Administrative Agent shall be satisfied with any changes in the Merger Agreement from the executed version delivered to it and referred to in Section 6.23 hereof;
(q) the ELC Acquisition shall close concurrently with the initial Credit Event on substantially the terms set forth in the Merger Agreement and without the waiver by the Borrower of any material conditions to closing set forth therein;
(r) on the Closing Date, both before and after giving effect to the ELC Acquisition, no injunction or temporary restraining order which would prohibit or seek to unwind the ELC Acquisition or any component thereof, or would prohibit the making of the Loans or the issuance of Letters of Credit, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the Borrower, threatened;
(s) the Borrower shall have received any regulatory approval necessary for the consummation of the ELC Acquisition in accordance with all applicable laws, and all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all applicable rules and regulations thereunder shall have expired or been terminated;
(t) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Parent, the Company, the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(u) the Administrative Agent shall have received copies of the existing employment agreements which the Borrower has in place with each member of Key Management (collectively, the “Employment Agreements”) and such Employment Agreements shall be in full force and effect as of the Closing Date and shall not have been amended or modified;
(v) the Administrative Agent shall be satisfied with the results of background investigations of Key Management;
(w) the Administrative Agent shall have received a closing balance sheet adjusted to give effect to the initial Credit Event hereunder, the Second Lien Loans and the ELC Acquisition, all in form and substance acceptable to the Administrative Agent;
(x) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Parent, the Company, the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Parent, the Company, the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(y) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REITthe Parent, the Company, the Borrower and each Material SubsidiaryEducational Products, Inc., in form and substance reasonably satisfactory to the Administrative Agent;
(mz) an Assumption Agreement duly executed by the Company; and
(aa) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: First Lien Credit Agreement (Excelligence Learning Corp)
Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have received (which may include telecopy transmission of a signed signature page of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAgreement) that such party has signed a counterpart of this Agreement;
(b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel;
(d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary;
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives;
(hg) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the The Administrative Agent shall have received financing statement an executed copy of the Note Purchase Agreement evidencing that each of the Borrowers is jointly and federal tax lien searches against severally obligated on the Borrower, Whitestone REIT “Notes” (as defined therein) and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) in a form satisfactory to the Administrative Agent and Lenders.
(i) Each of the representations and warranties set forth in Section 7 hereof shall have received a written opinion be true and correct in all material respects; and
(j) All legal matters incident to the execution and delivery of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance Loan Documents shall be reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLenders.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of Xxxxxxxxx & Xxxxxx PLLP, counsel to the Material Subsidiaries, as Guarantors, Borrower in form and substance acceptable to the LendersBanks;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for each Credit Party, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Lender Credit Party's jurisdiction of incorporation and (ii) such Lender’s Credit Party's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of each Credit Party's Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received (i) sufficient copies for each bank of duly executed Notes originals of the Credit Documents (other than the Notes) and (ii) for each Bank such Bank's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.11 hereof;
(ce) The Agent shall have received for each Bank a list of the Administrative Borrower's Authorized Representatives, a Borrowing Base Confirmation showing the Borrowing Base as of not earlier than June 30, 1998 and such other documents as any Bank may reasonably request;
(f) The Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation termination of the transactions contemplated hereby and therebyCredit Agreement dated as of May 15, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, 1997 between the Borrower and each Material Subsidiary Firstar Bank of Minnesota, National Association, (dated no earlier than 30 days prior except for the provisions relating to the letters of credit issued thereunder and outstanding on the date hereofhereof which letters of credit may remain outstanding on an unsecured basis and shall not be deemed letters of credit issued under this Agreement) from and the office Security Agreement, the Stock Pledge Agreement, the Guaranty and the Third Party Security Agreement, relating thereto and the termination of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;Liens existed thereunder; and
(g) All legal matters incident to the Administrative Agent shall have received a list execution and delivery of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Banks and each of the Agent, the Lenders, Documentation Agent and the L/C Issuer;
(j) the Lenders shall have Banks has received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement all fees and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted other amounts due payable by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to on or before the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsEffective Date.
Appears in 1 contract
Samples: Credit Agreement (Transport Corporation of America Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, any Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received the Mortgages, Security Agreement and Pledge Agreement duly executed, as appropriate, by the Borrower and each Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.1 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent reasonably requested by the Administrative Agent, and (v) deposit account and securities account control agreements to the extent reasonably requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material or such Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization, provided that, to the extent that (i) the Borrower has not delivered a Colorado good standing certificate for Lincoln Technical Institute, Inc. prior to the initial Credit Event or (ii) any other good standing certificates delivered are dated more than 30 days prior to the Closing Date, the Borrower undertakes and agrees to deliver to the Administrative Agent within 15 days of the Closing Date the applicable good standing certificates dated no earlier than February 1, 2005 with respect to each of such Persons;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the initial Lenders the fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall hereof which are to be satisfactory paid on or prior to the Administrative Agent, the Lenders, and the L/C IssuerClosing Date;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatemortgagee’s title insurance policy (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company reasonably acceptable to the Administrative Agent in the aggregate amount of $32,698,000 insuring the Lien of the Mortgage on the Borrower’s real property located in Cincinnati, Ohio, Indianapolis, Indiana and Nashville, Tennessee to be a valid first priority Lien subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may reasonably require;
(k) the Administrative Agent shall have received financing statement been provided (x) copies of all environmental assessments (other than those delivered to the Administrative Agent in connection with the Existing Credit Agreement) that are in the possession of the Borrower or any of its Subsidiaries relating to the parcels of real property subject to the Lien of the Mortgages and federal tax lien searches against (y) a Phase I environmental assessment reasonably satisfactory in form and substance to the BorrowerAdministrative Agent of the real property located in Cincinnati, Whitestone REIT and each Material Subsidiary evidencing Ohio subject to the absence Lien of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe Mortgages;
(l) the Administrative Agent shall have received surveys in form and substance reasonably acceptable to the Administrative Agent prepared by licensed surveyors on each parcel of real property located in Nashville, Tennessee and Cincinnati, Ohio subject to the Liens of the Mortgages, which surveys shall also state whether or not any portion of the real property is in a federally designated flood hazard area;
(m) each Lender shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit E containing compliance calculations of the financial covenants as of September 30, 2004, and satisfactory results of regulatory and collateral audits) in order to satisfy itself as to the financial condition of the Borrower and the Subsidiaries, and the lack of material contingent liabilities of the Borrower and the Subsidiaries;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(o) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an authorization for the Administrative Agent to file UCC termination statements and an undertaking to cause to be delivered to the Administrative Agent any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(p) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiarythe Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;
(mq) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 evidence satisfactory to it that the Adjusted EBITDA of the Borrower, with any adjustments thereto being acceptable to the Administrative Agent, for the Borrower and each Guarantortwelve months ending on September 30, 2004 was not less than $35,000,000;
(nr) the Lenders shall be satisfied with the Borrower’s capital structure and with the terms and conditions of any agreements relating thereto;
(s) the Borrower shall have opened one or more operating accounts at Xxxxxx Trust and Savings Bank;
(t) each Lender shall have received all documentation and other information reasonably requested by it and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; and
(u) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent or any Lender may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (Lincoln Educational Services Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAdministrative Agent:
(i) this Agreement;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofNotes;
(ciii) copies (executed or certified as may be appropriate) of resolutions of the Administrative Agent shall have received evidence Board of insurance required to be maintained under Directors or other governing body of Holdings and the Borrower authorizing the execution, delivery, and performance of the Loan Documents;
(div) certificate of incorporation (or equivalent organizational document) of Holdings and the Borrower certified by the appropriate governmental office of the state of its organization;
(v) by-laws (or equivalent organizational document) for Holdings and the Borrower certified by an appropriate officer of such Person acceptable to the Administrative Agent shall have received copies Agent;
(vi) an incumbency certificate containing the name, title and genuine signature of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretaryAuthorized Representatives;
(eA) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation audited financial statements of the transactions contemplated hereby Borrower (including balance sheets and therebystatements of income) for the fiscal years ended September 30, 2019, September 30, 2020 and September 30, 2021 together with specimen signatures FOCUS Part 2 of the persons authorized to execute such documents on Whitestone REIT’sBorrower for each month commencing October 31, the Borrower’s and each Material Subsidiary’s behalf2021 through August 31, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative2022;
(fviii) the Administrative Agent shall have received copies of the certificates of good standing certificates for Whitestone REITHoldings and the Borrower, the Borrower and each Material Subsidiary (dated as of a date no earlier than 30 days prior to the date hereof) , from the office of the secretary of appropriate governmental offices in the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gix) the Administrative Agent shall have received a list each of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a received, sufficiently in advance of the Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement Date, all documentation and federal tax lien searches against the Borrowerother information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REITincluding without limitation, the Borrower Patriot Act and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) and, to the extent applicable, the Beneficial Ownership Certification for Holdings and the Borrower;
(b) the Administrative Agent shall have received the favorable written opinion of counsel for the Borrower in form and each Guarantorsubstance reasonably satisfactory to the Administrative Agent and its counsel;
(nc) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of Holdings and the Borrower evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof or Liens to be discharged on or prior to the Initial Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received, for the ratable benefit of the Lenders, a non-refundable up-front fee equal to 0.15% of the Commitments in effect on the Closing Date;
(e) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower has directed the return of any margin calls from the Clearing Houses by deposit into the Settlement Account;
(f) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower shall have occurred since September 30, 2021; and
(g) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Revolving Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.2 hereof;
(c) the Administrative Agent shall have received the duly executed Collateral Documents, together with (to the extent not heretofore delivered to the Administrative Agent)
(i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Designated Company (other than the Borrower), (ii) patent, trademark, and copyright collateral agreements as the Administrative Agent shall reasonably require, and (iii) subject to Section 4.2 hereof, deposit account and securities account control agreements as the Administrative Agent shall reasonably require and the duly executed Guaranty of each Designated Company other than the Borrower;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lenders loss payee and additional insured, as applicable;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Designated Company's organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Designated Company's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s such Designated Company's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Designated Company (dated no earlier than 30 25 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for each Lender a list of the Borrower's Authorized Representatives;
(i) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital hereof and organizational structure all reimbursement for expenses of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, Agent incurred through the Lenders, and the L/C Issuerdate thereof;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of Designated Companies evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory Solvency Certificate with respect to the Administrative AgentDesignated Companies;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 Borrowing Base Certificate in the form attached hereto as Exhibit C showing the computation of the Borrowing Base in reasonable detail as of the close of business not earlier than five (5) days prior to the initial Credit Event hereunder; and such Borrowing Base Certificate shall reflect that after the initial Revolving Loans have been made hereunder, the initial Letters of Credit have been issued hereunder, all closing costs in connection with the transaction contemplated hereby have been paid (or if accrued, treated as paid) and all Indebtedness for Borrowed Money of the Borrower and each Guarantorto the Existing Lender Group has been repaid in full, Excess Availability is at least $10,000,000;
(n) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Designated Companies, in form and substance satisfactory to the Administrative Agent; and
(o) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit EventEvent on the Closing Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerLoan Parties, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be maintained under filed against each Loan Party, as debtors, in favor of the Loan DocumentsAdministrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativean authorized officer;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer3.1;
(j) the Lenders capital, management and organizational structure of the Loan Parties and their Subsidiaries shall have received a Closing Date Borrowing Base Certificatebe reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received financing statement evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and federal tax lien searches against confirmatory third-party due diligence, each reasonably satisfactory to the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent;
(l) the Administrative Agent shall have received a satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorother Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(nq) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received (i) the Security Agreement duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in the Borrower and each Subsidiary as of the Closing Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in the Borrower and each Subsidiary to the extent applicable, (C) UCC financing statements to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, and (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent; and (ii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of the Bonding Agreements in effect on the Closing Date certified by a Duly Authorized Officer of the Borrower, which documents, including the aggregate bonding availability thereunder, shall be in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and lenders loss payee, as applicable;
(df) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoOrganization Documents, certified in each instance by its Secretary or Assistant Secretarya Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(eg) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer;
(fh) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gi) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for required by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate2.13;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against certification from the Borrower, Whitestone REIT and each Material Subsidiary evidencing ’s Chief Financial Officer or other Duly Authorized Officer of the absence Borrower acceptable to the Administrative Agent of Liens the Solvency of the Loan Parties on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofa consolidated basis after giving effect to the initial Credit Event;
(l) the Administrative Agent shall have received: (i) an executed compliance certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent in the form of Exhibit E, calculated based on Borrower’s financial conditions as of December 31, 2020, which compliance certificate shall also certify (a) that since December 31, 2019, no Material Adverse Effect has occurred, (b) as of December 31, 2020, after giving Pro Forma Effect to the initial Credit Event, the Senior Leverage Ratio does not exceed 2.25:1.00, and (c) as of December 31, 2020, the Fixed Charge Coverage Ratio is not less than 1.20:1:00,; (ii) audited financial statements for Parent and its Subsidiaries for the fiscal years ending December 31, 2018 and December 31, 2019; (iii) unaudited historical quarterly financial statements for Parent and its Subsidiaries for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020; and (iv) a Borrowing Base Certificate as of the Closing Date, along with a Collateral Report executed on behalf of the Borrower by a Duly Authorized Officer of the Borrower, with Accounts and Eligible Accounts calculated as of January 31, 2021;
(m) the Administrative Agent shall have received a financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for Permitted Liens;
(n) All existing Indebtedness of the Borrower and its Subsidiaries (including all Indebtedness under the Existing Credit Agreement) other than permitted Indebtedness under Section 6.11 of this Agreement shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release;
(o) the Administrative Agent shall have received the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) the Administrative Agent’s due diligence with respect to the Loan Parties and their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent;
(q) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for each of the Borrower and each GuarantorLoan Parties;
(nr) The Administrative Agent shall have completed (i) field examinations of the Accounts and related working capital matters of the Loan Parties and (ii) audits of the Loan Parties’ business, operations, financial condition and asset, the results of each of which shall be reasonably satisfactory to the Administrative Agent.
(s) The Administrative Agent shall have received a copy of the business plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of Parent and its Subsidiaries for the fiscal year ended December 31, 2021 in form reasonably satisfactory to the Administrative Agent.
(t) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as otherwise permitted by Section 6.11, prior to the Closing Date and during the Lead Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
(u) the Administrative Agent shall have received the Legacy Claims Letter duly executed by the Loan Parties and the other parties thereto, in form and substance reasonably satisfactory to the Administrative Agent; and
(v) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent Bank shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries, as Guarantors, and the LendersBank;
(b) if requested by any Lender, the Administrative Agent Bank shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent Bank shall have received the Security Agreement duly executed by the Loan Parties, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 11.1) as of the Closing Date, (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Bank, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Bank, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Bank, (vi) Collateral Access Agreements to the extent requested by the Bank, and (vii) a duly completed and executed Perfection Certificate;
(d) the Bank shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Bank as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent Bank shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent Bank shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent Bank shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent Bank shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent Bank shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Bank shall have received the initial fees called for by Section 2.1 hereof3.1;
(ik) the capital and organizational structure of Whitestone REIT, the Borrower Loan Parties and its their Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofBank;
(l) the Administrative Agent Bank shall have received a written opinion of counsel such evaluations and certifications as it may reasonably require in order to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory satisfy itself as to the Administrative Agentvalue of the Collateral, including but not limited to completion of a field audit;
(m) the Administrative Agent Bank shall have received (i) audited financial statements (including an income statement, a balance sheet, and a cash flow statement) of the Loan Parties for the Fiscal Year ended December 28, 2012, (ii) unaudited Fiscal Month financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year-to-date period ended November 22, 2013 and for the most recent Fiscal Month ended prior to the Closing Date, (iii) substantially complete draft unaudited financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year ended December 27, 2013 and (iv) 1-year projected financial statements of the company as of November 22, 2013, in each case in form and substance reasonably acceptable to the Bank and certified to by a Financial Officer of the Borrower;
(n) the Bank shall have received a Borrowing Base Certificate prepared by the Borrower and certified to by a Financial Officer of the Borrower evidencing Excess Availability of at least $5,000,000 as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith;
(o) the Bank shall have received a certificate from a Responsible Officer of the Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since December 28, 2012, no Material Adverse Effect has occurred; (iii) the TTM EBITDA as of the Fiscal Month ended November 22, 2013, is not less than $3,000,000 and (iv) the Total Leverage Ratio is not greater than 0.75 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of the Fiscal Month ended November 22, 2013, and after giving effect to all extensions of Credit made on the Closing Date;
(p) the Bank shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(q) the Bank shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Bank UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Bank;
(r) the Bank shall have received the favorable written opinion of counsel to each Loan Party, in form and substance satisfactory to the Bank;
(s) the Bank shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by the Bank required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.16; and the Bank shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;other Loan Party; and
(nt) the Administrative Agent Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.8;
(c) the Administrative Agent shall have received evidence the Pledge Agreement duly executed by the Borrower and the relevant Guarantors together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interests in each Pledged Subsidiary, (ii) stock powers executed in blank and undated and voting proxies for the Collateral consisting of the stock or other equity interest in each Pledged Subsidiary, and (iii) UCC financing statements to be maintained under filed against the Loan DocumentsBorrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) Organizational Documents and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received a certificate as to the initial fees called for by Section 2.1 hereofBorrower’s Designated Disbursement Account;
(i) the capital and organizational structure Administrative Agent shall have received a non-refundable, upfront fee in the amount equal to 0.25% of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerCommitment;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificateprojected consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2019, December 31, 2020 and December 31, 2021;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Loan Party and each Material Pledged Subsidiary and its Property evidencing the absence of Liens on its Property thereon except for Permitted Liens or as otherwise permitted by Section 8.8 hereof8.8;
(l) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;; and
(m) the Administrative Agent shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the Patriot Act including, without limitation, the information described in Section 13.19; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 (or its equivalent) for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (Cowen Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate);
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2018, December 31, 2019, and December 31, 2020, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of Duxxx Xxxxxx XLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) the Administrative Agent shall have received such pay off and lien release letters from creditors of the Loan Parties (other agreementsthan Indebtedness intended to remain outstanding after the Closing Date and, instrumentsif secured, documentssecured by Liens permitted to remain outstanding by Sections 8.7) setting forth, certificatesamong other things, the total amount of indebtedness outstanding and opinions as owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent may reasonably requestUCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or Unencumbered Pool Property Subsidiary, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and
(op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligations of the Lenders to make the initial Credit EventLoans hereunder shall not become effective until the date on which each of the following conditions is satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Lenders (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) Upon request of a Lender, the Administrative Agent on behalf of such Lender shall have received a duly executed Note complying with the provisions of Section 2.04.
(c) The Administrative Agent shall have received this Agreement duly executed by a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of outside counsel to the Borrower and its Subsidiaries acceptable to the Administrative Agent, substantially in the form of Exhibit E, and covering such other matters relating to the Borrower, the Material Subsidiaries, as Guarantors, and this Agreement or the Lenders;Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(bd) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes (i) a copy of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s certificate or articles of incorporation and bylaws (or comparable organizational documents) and any incorporation, including all amendments thereto, of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company, certified in as of a recent date by the Secretary of State of the state of each instance by its such Person's organization, and a certificate as to the good standing of each such Person as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary;
Secretary of each Loan Party dated the Closing Date and certifying (eA) that attached thereto is a true and complete copy of the Administrative Agent shall have received copies by-laws of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions of Whitestone REIT’s, duly adopted by the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) of each Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it each Loan Party is a party and the consummation borrowings hereunder (or, if the Board of Directors of any Loan Party has delegated the authority to adopt such resolutions to the Executive Finance Committee thereof, then (x) the resolution of the transactions contemplated hereby Board of Directors of such Loan Party evidencing such delegation and thereby, together with specimen signatures (y) the authorizing resolutions of the persons authorized to execute Executive Finance Committee), and that such documents on Whitestone REIT’sresolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower’s , U-Haul International, Inc. and Amerco Real Estate Company have not been amended since the date of the last amendment thereto shown on the certificated articles of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each Material Subsidiary’s behalf, all certified officer executing any Loan Document to which any Loan Party is a party or any other document delivered in each instance by its connection herewith on behalf of any Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or other Authorized Representative;their counsel or Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent, may reasoxxxxx xequxxx.
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list certificate, dated the Closing Date and signed by a Financial Officer of the Borrower’s Authorized Representatives;, confirming compliance with the conditions precedent set forth in paragraphs (a) and (b) of Section 4.02.
(f) The Administrative Agent, the Lenders and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, the fees and expenses payable to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Administrative Agent, and to the xxxxxx inxxxxed, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall have received evidence satisfactory to it that all amounts due and owing pursuant to the Existing Facility have been paid in full substantially simultaneously with the closing of this Facility, and the commitments of the lenders or note purchasers thereunder have been terminated.
(h) The Administrative Agent shall have received written confirmation of all governmental or third party approvals which, in its sole discretion, the Administrative Agent has deemed necessary or advisable in connection with the financing contemplated under this Facility or the ongoing and continuing operations of the Borrower or any of its Subsidiaries.
(i) The Administrative Agent shall have received (i) the audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (ii) the unaudited interim consolidated financial statements of the Borrower for the quarterly period ended December 31, 2001, prepared in accordance with Rule 10-01(d) under Regulation S-X of the Securities Act of 1933 (as amended) and NASDAQ Marketplace Rule 4310(c)(14); and (iii) if the audited consolidated financial statements of the Borrower for the fiscal year ended March 31, 2002 are not available on the Closing Date, a draft of such audited annual consolidated financial statements; such financial statements as required under this Section 4.01(i) shall be in form and substance satisfactory to the Administrative Agent.
(j) All legal matters incident to this Agreement and the Transactions contemplated hereby shall be satisfactory to the Lenders and their counsel and to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent.
(x) Thx Xxministrative Agent shall have received a consent letter from the C. T. Corporation System, presently located at 111 Eight Avenue, New York, New York 10111 (together with any succexxxx xxxxxxx, xxx "Xxxxxxx Xxxxx"), xxxxxxting its consent to its appointment as agent to receive service of process on behalf of the Borrower.
(l) The Administrative Agent shall have received the initial fees called for Guaranty, duly executed by Section 2.1 hereof;the Guarantors party thereto.
(im) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the The Administrative Agent shall have received financing statement and federal tax lien searches against the BorrowerPledge Agreement, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted duly executed by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiarythe Guarantors party thereto, together with (i) instruments evidencing the Pledged Debt (as defined in the Pledge Agreement) endorsed in blank and (ii) duly executed financing statements in appropriate form and substance reasonably satisfactory to for filing under the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as Uniform Commercial Code in all jurisdictions that the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information deem necessary or materials reasonably required by the Administrative Agent or such Lender desirable in order to assist perfect and protect the Liens created by the Pledge Agreement covering the Collateral described in the Pledge Agreement; provided, that the Collateral will exclude any assets as to which the granting of a Lien thereon would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on June 28, 2002, (and, in the event such Lender in maintaining compliance with (i) conditions are not so satisfied or waived, the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsCommitments shall terminate at such time).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material SubsidiariesParent, as Guarantors, the other Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement and Pledge Agreement duly executed by the Parent, the Borrower and each Domestic Subsidiary, and the Mortgage duly executed by the Borrower, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and 65% of the issued and outstanding shares of capital stock or other equity interests of each Foreign Subsidiary which is owned by the Parent or a Domestic Subsidiary as of the Closing Date, (ii) stock powers for the Collateral described in the foregoing clause (i) executed in blank and undated, and (iii) necessary UCC financing statements to be filed against the Parent, the Borrower and each Domestic Subsidiary, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’sthe Parent's, the Borrower’s 's and each Material Domestic Subsidiary’s 's articles or certificate of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its respective Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’sthe Parent's, of the Borrower’s 's and of each Material Domestic Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sthe Parent's, the Borrower’s 's and each Material Domestic Subsidiary’s 's behalf, all certified in each instance by its respective Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REITthe Parent, the Borrower and each Material Domestic Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall organization and where failure to so qualify could reasonably be expected to have received a list of the Borrower’s Authorized RepresentativesMaterial Adverse Effect;
(h) the Administrative Agent shall have received for each Lender a list of the Borrower's Authorized Representatives;
(i) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital hereof and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to such other closing or upfront fees as have been agreed upon between the Administrative Agent, the Lenders, Agent and the L/C IssuerBorrower;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatemortgagee's title insurance policy (or a prepaid binding commitment therefor) in form and substance acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of $11,000,000 insuring the Lien of the Mortgage to be a valid first priority lien subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;
(k) the Administrative Agent shall have received financing statement a new survey or an update to an existing survey in form and federal tax lien searches against substance acceptable to the Borrower, Whitestone REIT and Administrative Agent prepared by a licensed surveyor on each Material Subsidiary evidencing parcel of real property subject to the Lien of the Mortgage unless the title insurance policy described in clause (j) of this Section insures over the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofany such survey;
(l) the Administrative Agent shall have received a written opinion report of counsel an independent firm of environmental engineers acceptable to Whitestone REITthe Administrative Agent concerning the environmental hazards and matters with respect to the parcels of real property subject to the Lien of the Mortgage, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory together with a reliance letter thereon acceptable to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Flood Hazard Determination Form W-9 for stating whether or not any portion of the Borrower and each Guarantorreal property subject to the Lien of the Mortgage is in a federally designated flood hazard area;
(n) each Lender shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit E containing compliance calculations of the financial covenants for the period ending June 30, 2001) in order to satisfy itself as to the financial condition of the Parent, the Borrower and the other Subsidiaries, and the lack of material contingent liabilities of the Parent, the Borrower and the other Subsidiaries;
(o) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of the Parent, the Borrower and each Domestic Subsidiary evidencing the absence of Liens on its respective Properties except as permitted by Section 8.8 hereof;
(p) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Parent, the Borrower and each Domestic Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Parent, the Borrower or any Domestic Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent or an authorization to permit the Administrative Agent to prepare and file UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Parent, the Borrower and each Domestic Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(q) all obligations under the Credit Agreement dated as of November 20, 1997, as amended, among the Borrower, the Parent, the lenders party thereto and Bank One, NA (f/k/a The First National Bank of Chicago), as agent, shall have been or shall be, concurrently with the initial Credit Event, repaid and any commitments of the Lenders thereunder shall have been cancelled;
(r) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Parent, the Borrower and each Domestic Subsidiary, in form and substance satisfactory to the Administrative Agent; and
(s) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (Ios Brands Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note (or an amended and restated note, if applicable) payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents[reserved];
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 2 hereof;
(i) the capital Administrative Agent shall have received (i) a Compliance Certificate showing pro forma compliance with the financial covenants contained in Section 8.20 after giving effect to the Term B Loan and organizational structure the transactions contemplated herein on the Closing Date, and (ii) a Borrowing Base Certificate showing the computation of Whitestone REITthe Borrowing Base with the inclusion of the Initial Borrowing Base Properties, the Borrower each in form and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) since April 30, 2018, no material adverse change in the Lenders business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or Permitted Borrowing Base Liens, as otherwise permitted by Section 8.8 hereofapplicable, under this Agreement;
(l) the Administrative Agent shall have received a written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b);
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and;
(o) each of the Administrative Agent and any Lender Lenders shall have received received, sufficiently in advance of the Closing Date, all documentation and other information requested by any information or materials reasonably such Lender required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any bank regulatory authorities under applicable “know your customer” or similar and anti-money laundering rules or and regulations, including without limitation, the Patriot Act including, without limitation, the information described in Section 13.24; and
(p) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by each Credit Party party thereto, together with (i) original stock certificates or other similar instruments or securities representing the issued and outstanding shares of capital stock or other equity interests in each Subsidiary to the extent required by Section 4.1 hereof, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord’s and warehouseman’s lien waivers to the extent required by the Security Agreement;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Credit Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives;
(hi) there shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the consummation of the transaction contemplated under this Agreement and the initial Credit Event;
(j) the Administrative Agent shall have received a certificate regarding the solvency of the Company and its Subsidiaries, after giving effect to the initial Credit Event, executed by the chief financial officer of the Company;
(k) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(l) the Administrative Agent shall have a confirmation that (i) the capital Company’s Adjusted EBITDA for the twelve-month period ended September 30, 2008 was at least $64,000,000 and organizational structure of Whitestone REIT(ii) the Leverage Ratio is not greater than 2.2 to 1.0, for the Borrower period ended September 30, 2008, each calculated based on pro forma consolidated Adjusted EBITDA for the twelve-month period ended September 30, 2008, and its Subsidiaries shall be satisfactory after giving effect to the Administrative Agentinitial Credit Event;
(m) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of any Borrower or Subsidiary from that reflected in the Lendersfinancial statements as December 31, 2007 shall have occurred;
(n) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrowers and their Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrowers and their Subsidiaries;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ko) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Company, Whitestone REIT LCBI and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(lp) the Administrative Agent shall have received a pay-off and lien release letters from secured creditors of each Credit Party setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release such secured creditor’s Liens on the assets of each Credit Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(q) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, each of the Borrower and each Material SubsidiaryCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mr) the Administrative Agent shall have received a fully executed an Internal Revenue Service Form W-9 for W-9, or Form W-8, as applicable, duly executed by each Credit Party in form and substance acceptable to the Borrower and each GuarantorAdministrative Agent;
(ns) after giving effect to the initial Credit Event hereunder, the aggregate amount of Loans and L/C Obligations outstanding shall not exceed $130,000,000;
(t) the Administrative Agent shall have received certificates of merger evidencing the merger of (i) The First Years, Inc., a Delaware corporation with and into The First Years, Inc., a Massachusetts corporation (“TFY(MA)”) with TFY(MA) as the surviving corporation and (ii) TFY(MA) with and into LCBI with LCBI being the surviving corporation; and
(u) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Samples: Credit Agreement (Rc2 Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorsits Subsidiaries party hereto, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; -38- 40
(c) the Administrative Agent shall have received the Mortgages, Pledge Agreement, and Security Agreement duly executed by the Borrower and its Subsidiaries party hereto, together with (i) original stock certificates or other similar instruments or securities (or arrangements for the delivery thereof pursuant to the pay-off letter referred to in Section 7.2(p) below) representing all (or, in the case of any Foreign Subsidiary, not less than 65% of the total Voting Stock of such Subsidiary) of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary, together with stock powers therefor executed in blank and undated, (ii) UCC financing statements to be filed against the Borrower and its Subsidiaries party hereto, as debtor, in favor of the Administrative Agent, as secured party, (iii) warehousemen's agreements relating to Collateral located at Santa Ana, California, (iv) deposit account agreements to the extent required by Section 4.2 hereof; and (v) patent and trademark collateral assignments to be filed with the United States Patent and Trademark Office;
(cd) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee and additional insured;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments theretothereto for the Borrower and each of its Subsidiaries party hereto, certified in each instance by the appropriate governmental office of the state of its organization;
(f) the Administrative Agent shall have received a copy of by-laws (or comparable constituent documents) and any amendments thereto for the Borrower and each of its Subsidiaries party hereto, certified in each instance by its Secretary or Assistant Secretary;
(eg) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) for the Borrower and each of its Subsidiaries party hereto authorizing the execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material 's or such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fh) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary of its Subsidiaries party hereto (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationcorporation;
(gi) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(hj) the Administrative Agent shall have received the fee letter described in Section 2.1(c) hereof together with payment of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificatethereby;
(k) the Administrative Agent shall have received financing statement mortgagee's title insurance policies (or prepaid binding commitments therefor) in form and federal tax lien searches against substance, and in amounts, acceptable to the BorrowerAdministrative Agent from a title insurance company acceptable to the Administrative Agent insuring the Liens of the Mortgages to be valid first priority Liens subject to no defects or objections which are unacceptable in the reasonable judgment of the Administrative Agent, Whitestone REIT and each Material Subsidiary evidencing together with such endorsements as the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent may reasonably require;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, surveys in form and substance acceptable to the Administrative Agent on each parcel of the real property subject to the Lien of the Mortgages;
(m) a flood determination report prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of the Premises subject to the Mortgages and the improvements thereon are in a federally designated flood hazard area;
(n) each Lender shall have received such evaluations and certifications as it may reasonably satisfactory require (including (i) duly completed environmental questionnaire, (ii) the financial statements referred to in Section 6.5 hereof, together with the Borrower's audited financial statements for the most recent 5 years, (iii) pro forma financial statements of the Borrower and its Subsidiaries, together with 3-year pro forma financial forecasts for the Borrower and its Subsidiaries, (iv) a statement of sources and uses of Loan proceeds, (v) a pro forma compliance certificate in the form attached hereto as Exhibit E containing calculations of the financial covenants as of the Closing Date after giving effect to the initial Borrowings to be made hereunder and the transactions contemplated hereby, and (vi) audited financial statements for Pyramid Industries, Inc. for the 3 most recently completed fiscal years together with the unaudited interim financial statements of Pyramid Industries, Inc. as of June 30, 2000) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower and its Subsidiaries party hereto evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof;
(p) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower and its Subsidiaries party hereto setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, and any other lien release instruments necessary to release its Lien on all assets of the Borrower and its Subsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(mq) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for each Lender the favorable written opinions of counsel to the Borrower and each Guarantor;its Subsidiaries party hereto, in form and substance satisfactory to the Administrative Agent; and
(nr) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial first Credit EventEvent to occur following the execution and delivery of this Agreement by the Borrowers:
(a) the Administrative Agent shall have received this Agreement duly executed by for each Lender the Borrowerfavorable written opinions of (i) Preston, Gates & Xxxxx, LLP, counsel to the Material SubsidiariesU.S. Borrower and each Domestic Subsidiary, as Guarantorsin substantially the forms of Exhibit H hereto, and otherwise in form and substance satisfactory to the Required Lenders, (ii) Mallesons Xxxxxxx Xxxxxx, special Australian counsel to the Lenders, in form and substance satisfactory to the Required Lenders, and (iii) Xxxxxxx Xxxxx, special New Zealand counsel to the Lenders, in form and substance satisfactory to the Required Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes (i) certified copies of resolutions of the Board of Directors (or comparable authorizing documents) of the U.S. Borrower dated authorizing the date hereof execution, delivery and otherwise performance of this Agreement and such Borrower's Notes (if applicable), indicating the authorized signers of this Agreement and such Borrower's Notes (if applicable) and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in compliance with the provisions relevant jurisdiction) a certificate of Section 1.10 hereofgood standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization;
(c) the Administrative Agent shall have received evidence for each Lender, in respect of insurance required to be maintained under each Australian Borrower (i) a certified extract of the Loan Documents;
(d) minutes of a meeting of the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) of the Australian Borrower evidencing resolutions authorizing the its execution, delivery and performance of this Agreement and the other Loan Relevant Documents to which it is a party and providing confirmations regarding, among other things, directors' self-interested transactions, corporate benefit, solvency, financial assistance and related party transactions, and indicating the consummation authorized signers of the transactions contemplated hereby Relevant Documents to which it is a party and therebyall other documents relating thereto, (ii) a copy of the specimen signatures of such signers, certified by a director or company secretary of the Australian Borrower, (iii) a certified copy of each document which evidences any other necessary corporate or other action of the Australian Borrower in connection with the Relevant Documents to which it is a party, (iv) a certified copy of the power of attorney under which the Relevant Documents to which the Australian Borrower is a party were or are to be signed on its behalf, together with specimen signatures evidence of registration, where registration is required by applicable laws, (v) a copy of the persons authorized to execute such Australian Borrower's certificate of incorporation and constituent documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary a director or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the company secretary of the state Australian Borrower, and for the purposes of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
this paragraph (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REITc), "Relevant Documents" means this Agreement, the Borrower and its Subsidiaries shall be satisfactory to the Administrative AgentAustralian Amendatory Documents, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REITSubscription Agreement, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent Intercreditor Agreement and any Lender shall have received any information other Loan Document or materials reasonably required related notice, certificate or other document to be executed by or on behalf of an Australian Borrower on or about the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.date of this Agreement;
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes Note(s) of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Wholly-owned Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, ;
(i) the LendersAdministrative Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base) in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrower and its Subsidiaries;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;the favorable written opinion of counsel to the Borrower and each Wholly-owned Subsidiary, in form and substance satisfactory to the Administrative Agent; and
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, the Parent, as a Guarantor and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreements duly executed by the Parent, the Borrower and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Parent, the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and additional insured;
(de) the Administrative Agent shall have received copies of Whitestone REIT(i) the Parent’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, (ii) each Material Contract and any amendments thereto and (iii) the Intercompany Agreements, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Parent’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) and the Borrower’s stockholders authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Parent’s the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Parent, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base CertificateReserved;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement duly executed by signed on behalf of such party or (ii) written evidence satisfactory to the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAgent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(b) if requested by any Lender, the Administrative The Agent shall have received (i) for each Bank, such Lender such Lender’s Bank's duly executed Notes of the Borrower Revolving Credit Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 4.3(a) hereof, (ii) for each Bank, such Bank's duly executed Short-Term Revolving Credit Note dated the date hereof and otherwise in compliance with the provisions of Section 4.3(b) hereof and (iii) Xxxxxx' duly executed Swing Line Note of the Borrowers dated the date hereof;
(c) the Administrative The Agent shall have received evidence for each Bank the favorable written opinion of insurance required in-house counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Agent and its counsel;
(d) the Administrative The Agent shall have received copies of Whitestone REIT’s(i) a certificate of good standing, for each Borrower, certified as of a date not earlier than 30 days prior to the date hereof by the Delaware Secretary of State and (ii) each Borrower’s and each Material Subsidiary’s 's articles of incorporation incorporation, together with all amendments, and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(e) the Administrative The Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative The Agent shall have received a list of the each Borrower’s 's Authorized Representatives;
(g) The Agent shall have received evidence satisfactory to it that the indebtedness of Xxxxxxxxx and/or its Subsidiaries owing to Xxxxxx Trust and Savings Bank, The Northern Trust Company, LaSalle Bank N.A. and Bank of America, N.A. (except for the Existing L/Cs which are to become Letters of Credit hereunder as set forth in Section 1.3 hereof), has been fully paid and satisfied and that the credit facilities extended by such lenders have been terminated;
(h) the Administrative The Agent shall have received the initial fees called for required by Section 2.1 5.1(c) hereof;; and
(i) All legal matters incident to the capital execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 1 contract
Initial Credit Event. Before or concurrently with This Agreement will become effective on the initial Credit Eventdate (the "Effective Date") the following conditions have been satisfied:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorsits Subsidiaries party hereto, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12 hereof;
(c) the Administrative Agent shall have received supplements to the Mortgages duly executed by the Borrower in connection with the Original Credit Agreement;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee and additional insured;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments theretothereto for the Borrower and each of its Subsidiaries party hereto, certified in each instance by the appropriate governmental office of the state of its organization;
(f) the Administrative Agent shall have received a copy of by-laws (or comparable constituent documents) and any amendments thereto for the Borrower and each of its Subsidiaries party hereto, certified in each instance by its Secretary or Assistant Secretary;
(eg) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) for the Borrower and each of its Subsidiaries party hereto authorizing the execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material 's or such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fh) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary of its Subsidiaries party hereto (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationcorporation;
(gi) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(hj) the Administrative Agent shall have received the fee letter described in Section 2.1(c) hereof together with payment of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificatethereby;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against date down endorsements to the Borrowermortgagee's title insurance policies insuring the Liens of the Mortgages as supplemented to be valid first priority Liens subject to no defects or objections which are unacceptable in the reasonable judgment of the Administrative Agent, Whitestone REIT and each Material Subsidiary evidencing together with such endorsements as the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent may reasonably require;
(l) the Administrative Agent each Lender shall have received a written opinion such evaluations and certifications as it may reasonably require (including (i) pro forma financial statements of counsel to Whitestone REIT, the Borrower and each Material Subsidiaryits Subsidiaries, together with 3-year pro forma financial forecasts for the Borrower and its Subsidiaries, (ii) a statement of sources and uses of Loan proceeds, (iii) a pro forma compliance certificate in the form and substance reasonably satisfactory attached hereto as Exhibit E containing calculations of the financial covenants as of the date hereof after giving effect to the Administrative Agentinitial Borrowings to be made hereunder and the transactions contemplated hereby, and (iv) such financial statements for Ameriduct Worldwide, Inc. and its Subsidiaries received by the Lenders including the unaudited interim financial statements of Ameriduct Worldwide, Inc. as of September 30, 2000) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for each Lender the favorable written opinions of counsel to the Borrower and each Guarantorits Subsidiaries party hereto, in form and substance satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(o) the Administrative Agent and any Lender shall have received an Additional Guarantor Supplement in the form attached hereto as Exhibit F from each Acquired Subsidiary;
(p) the Administrative Agent shall have received Mortgages for the real property owned by each Acquired Subsidiary duly executed by such Acquired Subsidiary, a Supplement to Pledge Agreement and Supplement to Security Agreement duly executed by each Acquired Subsidiary and an amendment to the Pledge Agreement duly executed by the Borrower and its Subsidiaries (including the Acquired Subsidiaries), together with (i) original stock certificates or other similar instruments or securities (or arrangements for the delivery thereof pursuant to the pay-off letter referred to in Section 7.2(z) below) representing all (or, in the case of any information Foreign Subsidiary, not less than 65% of the total Voting Stock of such Subsidiary) of the issued and outstanding shares of capital stock or materials other equity interests in each Acquired Subsidiary and its Subsidiaries, together with stock powers therefor executed in blank and undated, (ii) UCC financing statements to be filed against the Acquired Subsidiaries, as debtor, in favor of the Administrative Agent, as secured party, (iii) deposit account agreements to the extent required by Section 4.2 hereof; and (iv) patent and trademark collateral assignments to be filed with the United States Patent and Trademark Office;
(q) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee and additional insured;
(r) the Administrative Agent shall have received copies of the articles of incorporation (or comparable constituent documents) and any amendments thereto for the Acquired Subsidiaries, certified in each instance by the appropriate governmental office of the state of its organization;
(s) the Administrative Agent shall have received a copy of by-laws (or comparable constituent documents) and any amendments thereto for the Acquired Subsidiaries, certified in each instance by its Secretary or Assistant Secretary;
(t) the Administrative Agent shall have received copies of resolutions of the Board of Directors for the Acquired Subsidiaries authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Acquired Subsidiary's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(u) the Administrative Agent shall have received copies of the certificates of good standing for the Acquired Subsidiaries (dated no earlier than 30 days prior to the date of the Ameriduct Acquisition) from the office of the secretary of the state of its incorporation and of each state in which it is qualified to do business as a foreign corporation;
(v) the Administrative Agent shall have received mortgagee's title insurance policies (or prepaid binding commitments therefor) in form and substance, and in amounts, acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent insuring the Liens of the Mortgages referred to in Section 7.2(p) above to be valid first priority Liens subject to no defects or objections which are unacceptable in the reasonable judgment of the Administrative Agent, together with such endorsements as the Administrative Agent may reasonably required require;
(w) the Administrative Agent shall have received surveys in form and substance acceptable to the Administrative Agent on each parcel of the real property subject to the Lien of the Mortgages referred to in Section 7.2(p) above;
(x) a flood determination report prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or such Lender not any portion of the Premises subject to the Mortgages referred to in order to assist Section 7.2(p) above and the improvements thereon are in a federally designated flood hazard area;
(y) the Administrative Agent or such Lender in maintaining compliance with shall have received financing statement, tax, and judgment lien search results against the Property of Ameriduct Worldwide, Inc., and its Subsidiaries party hereto evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof;
(iz) the Act Administrative Agent shall have received pay-off and lien release letters from secured creditors of Ameriduct Worldwide, Inc., and its Subsidiaries setting forth, among other things, the total amount of indebtedness outstanding and owing to them (as hereinafter definedor outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, and any other lien release instruments necessary to release its Lien on all assets of Ameriduct Worldwide, Inc., and its Subsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and
(iiaa) any applicable “know your customer” or similar rules or regulationsthe Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Acquired Subsidiaries, in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, Borrowers and the Material Company and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower Company and each Material Subsidiary Guarantor to the extent applicable (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and organization;
(f) the Administrative Agent shall have received for each Lender a list of each state in which it is qualified to do business as a foreign corporation or organizationthe Borrowers’ Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure Credit Agreement dated as of Whitestone REITNovember 10, 2005 among the Company, certain Borrowing Subsidiaries party thereto, the Borrower lenders party thereto, and its Subsidiaries shall be satisfactory to the BMO Hxxxxx Bank N.A. (f/k/a Hxxxxx X.X.), as Administrative Agent, shall have terminated and all amounts payable thereunder shall have been paid or shall be paid with the Lenders, and proceeds of the L/C Issuerinitial Credit Event;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ki) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower Company and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel;
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W-8 or W-9, as applicable, for the Borrower and each GuarantorBorrower;
(nk) the Administrative Agent shall have received for the Company and its Subsidiaries, financial projections for each fiscal year of the Company ending December 31, 2012 and annually thereafter through December 31, 2016; and
(l) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
provided that the conditions precedent listed in clauses (oc) and (d) above shall be met upon delivery of such documents with respect to the Company and each Guarantor, it being understood that no Borrower (other than the Company) may request a Loan hereunder until such time as such Borrower shall deliver to the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance documents complying with clauses (i) the Act (as hereinafter definedc) and (iid) any applicable above with respect to itself. Each Lender that is also a lender under the credit agreement referenced in clause (h) above, by its execution hereof, hereby waives any, breakage cost, make-whole charges or other funding indemnity that may be owing under such agreement resulting from the repayment on the date hereof of all amounts owing thereunder. In addition, as such Lenders constitute the “know your customerRequired Lenders” or similar rules or regulationsunder such credit agreement, such Lenders and the Company agree that such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent Lender shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersBxxxxxxx;
(b) if requested by any Lender, the Administrative Agent Lender shall have received for such Lender such Lender’s from Borrower, dated as of the date hereof, a duly executed Notes Note, duly executed Guaranties executed by each Guarantor, a duly executed Warrant, duly executed Collateral Documents, UCC financing statements to be filed against each such debtor, as grantor, in favor of Lxxxxx, as secured party, and any other Loan Documents, and any other Loan Documents, and any other documentation requested by Lxxxxx in order to obtain and perfect its Liens on the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofCollateral;
(c) the Administrative Agent Lender shall have received evidence copies of insurance required to be maintained under the Loan DocumentsBxxxxxxx’s organizational documents, certified as being true, correct, and complete;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent Xxxxxx shall have received copies of resolutions of Whitestone REIT’sBorrower, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Person’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativean authorized representative of Borrower;
(fe) the Administrative Agent Lender shall have received copies a copy of the certificates a certificate of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Bxxxxxxx (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary Secretary of the state State of the State of its incorporation or organization and organization;
(f) Lender shall have received evidence of each state in which it is qualified to do business the binding coverage of the Insurance indicating Lender as a foreign corporation or organizationan additional insured, mortgagee and/or lender loss payee;
(g) the Administrative Agent Lender shall have received a list of the Borrower’s Authorized Representativestransaction fees and the upfront closing fee called for in Section 3;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent Lender shall have received financing statement and federal tax lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Borrower evidencing the absence of Liens on its Property the Collateral except for Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(li) the Administrative Agent Lender shall have received a written opinion such other appraisals, evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of counsel to Whitestone REITthe Collateral, the Borrower financial condition of Borrower, and each Material Subsidiary, in form the lack of material contingent liabilities of Borrower;
(j) All legal matters incident to this Agreement and substance the Loan Documents shall be reasonably satisfactory to the Administrative Agent;Lender and its counsel; and
(mk) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent Lender shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Lender may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received the initial fees called for by Section 2.1 2.1(b) hereof;
(h) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors;
(i) the capital Administrative Agent shall have received financing statement, tax, and organizational structure judgment lien search results against the Property of Whitestone REIT, the Borrower and each Guarantor evidencing the absence of Liens on its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerProperty except as permitted by Section 8.8 hereof;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatepay-off and lien release letters from secured creditors of the Borrower and each Guarantor setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Guarantor) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT favorable written opinion of counsel to the Borrower and each Material Subsidiary evidencing Guarantor, in form and substance satisfactory to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent;
(l) the Administrative Agent shall have received a written opinion (i) audited financial statements (including income statements, balance sheets and cash flow statements) of counsel to Whitestone REIT, the Borrower and the Parent for the prior three fiscal years, (ii) the Borrower’s CFTC forms I-FR-FCM for each Material Subsidiaryof the eight months ended May 31, 2008 including profit and loss statements, (iii) quarterly financial statements of the Parent for the quarter ended February 29, 2008, and (iv) current year operating budget for the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received copies of all documents evidencing subordinated debt and the preferred equity of the Borrower and each Guarantor, each of which shall be in form and substance acceptable to the Agent;
(n) no material adverse change in the condition (financial or otherwise) of the Borrower or Guarantor shall have occurred since February 29, 2008 except these occurring in the ordinary course of business or disclosed in writing to the Lenders;
(o) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;Borrower; and
(np) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBanks;
(b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12 hereof;
(c) the Administrative Agent shall have received evidence the Pledge Agreement duly executed by the Borrower and each relevant Subsidiary, and the Guaranty duly executed by each Material Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement, (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary each to be maintained under executed in blank and undated, and (iii) UCC financing statements to be filed against the Loan DocumentsBorrower and each Subsidiary, as debtor, in favor of the Agent, as secured party;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and of each Material Subsidiary’s 's Board of Directors (or similar comparable governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state (other than any state in which it is not in good standing and such failure to be in good standing would not have a Material Adverse Effect) in which it is qualified to do business as a foreign corporation or organizationcorporation;
(g) the Administrative Agent shall have received for each Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof;
(i) the capital Agent shall have received and organizational structure approved as satisfactory to it, (i) the audit reports and accompanying financial statements of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory for the Borrower's five most recently completed fiscal years, (ii) the audit reports and accompanying financial statements of ITI Marketing and its subsidiaries for ITI Marketing's three most recently completed fiscal years, (iii) a proforma consolidated balance sheet for the Borrower immediately after giving effect to the Administrative Agent, ITI Marketing Acquisition and (iv) a pro forma consolidated balance sheet of ITI Marketing immediately after giving effect to the Lenders, and the L/C IssuerITI Marketing Acquisition;
(j) the Lenders Agent shall have received a Closing Date Borrowing Base Certificatecompleted its due diligence review of the (i) environmental liabilities of the Borrower and its Subsidiaries and (ii) material contracts, licenses, permits and agreements to which the Borrower and its Subsidiaries are subject and approved the results of such review as satisfactory to it;
(k) the Administrative Agent each Bank shall have received financing statement such evaluations and federal tax lien searches against certifications as it may reasonably require (including a compliance certificate in the Borrowerform attached hereto as Exhibit G containing compliance calculations of the financial covenants as of the date of this Agreement after giving effect to the ITI Marketing Acquisition) in order to satisfy itself as to the value of the Collateral, Whitestone REIT the financial condition of the Borrower and each Material Subsidiary evidencing its Subsidiaries, and the absence lack of Liens on material environmental and other contingent liabilities of the Borrower and its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries;
(l) the Administrative Agent shall have received a evidence satisfactory to it that (x) the Total Consideration payable by the Borrower with respect to the ITI Marketing Acquisition is not more than $160,000,000 (excluding the Total Consideration payable after closing of the ITI Marketing Acquisition attributable to certain United States Postal Service contracts, such post- closing Total Consideration not to exceed the amounts set forth in the ITI Marketing Purchase Agreement, (y) all conditions precedent to the ITI Marketing Acquisition (except for the Banks' funding of the purchase price therefor) have been satisfied in accordance with the terms of the ITI Marketing Purchase Agreement (without giving effect to any amendment, modification or waiver thereto not consented to in writing by the Agent) and its effectiveness and (z) the ITI Marketing Purchase Agreement is effective;
(m) all legal, tax and regulatory matters incident to the Credits and the ITI Marketing Acquisition, including without limitation all regulatory approvals of the ITI Marketing Acquisition under the Xxxx-Xxxxx-Xxxxxx Act, shall be satisfactory to the Agent;
(n) the Agent shall have received (i) for each Bank the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material Subsidiaryits Subsidiaries, in form and substance reasonably satisfactory to the Administrative AgentAgent and (ii) a fairness opinion on ITI Marketing as prepared by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably and approved as to form and substance the ITI Marketing Purchase Agreement and all other instruments and documents applicable thereto;
(p) the Borrower shall have common and preferred stock and paid-in equity capital of at least $125,000,000 immediately after giving effect to the ITI Marketing Acquisition;
(q) the Agent shall have received satisfactory assurances that the Agent will have received and approved (both as to form and substance) such UCC financing statements and other instruments and documents as it shall deem necessary to perfect the Liens required by hereunder and satisfactory lien searches confirming the Administrative priority of such Liens; and
(r) the Agent or such Lender in order shall have received and approved as to assist the Administrative Agent or such Lender in maintaining compliance with form and substance (i) the Act (as hereinafter defined) an Environmental Checklist regarding environmental liabilities and (ii) any applicable “know your customer” or similar rules or regulationsa Year 2000 Questionnaire regarding matters of the type addressed by Section 6.21 hereof, each to be properly completed and duly executed by the Borrower. References in this Section to Subsidiaries shall be deemed to include ITI Marketing and its subsidiaries prior to, as well as after, consummation of the ITI Marketing Acquisition.
Appears in 1 contract
Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions:
(a) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderssigned on behalf of such party;
(b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of Revolving Credit Note and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel;
(d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary;
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives;
(hg) the The Administrative Agent shall have received the initial fees called for (a) accrued to the Effective Date under Section 4.1(a) and 4.1(b) of the Existing Credit Agreement and (b) required by Section 2.1 4.1(c) and 4.1(d) hereof;
(h) Each of the representations and warranties set forth in Section 7 hereof shall be true and correct in all material respects; and
(i) All legal matters incident to the capital execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLenders.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, Parent and the Material Subsidiaries, as Guarantors, and the Lenders;.
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower Parent and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(ji) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;
(kj) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(lk) the Administrative Agent shall have received a written opinion of counsel to Whitestone REITthe Borrower, the Borrower Parent and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(ml) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b);
(nm) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(on) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules and regulations;
(o) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(p) the secured creditors of the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of the Borrower and each Subsidiary;
(q) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it; and
(r) the Alpine IPO shall have occurred.
Appears in 1 contract
Samples: Credit Agreement (Alpine Income Property Trust, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by received, addressed to each Bank, one original of the favorable written opinion of Xxxxxxxx X. Xxxxxxx, in-house general counsel to the Borrower, covering the Material Subsidiaries, as Guarantors, Borrower and all of the Guarantors and in form and substance satisfactory to the Agent and the LendersBanks (copies of which will be provided by the Agent to each Bank);
(b) if requested The Agent shall have received (i) the Certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) its Articles of Incorporation and all amendments thereto, and (B) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, all in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of the Borrower certified as of a date not earlier than 20 days prior to the date hereof by any Lenderthe appropriate governmental officer of the Borrower’s jurisdiction of incorporation (copies of all such documents to be provided by the Agent to each Bank);
(c) For each Significant Guarantor, the Administrative Agent shall have received (i) a Certificate of an Authorized Officer of such Significant Guarantor certifying that since June 6, 2003, (A) there have been no changes to its Articles of Incorporation or other charter document, and (B) there have been no changes to its bylaws (or comparable constituent documents), such Certificate to be in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of such Significant Guarantor certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Significant Guarantor’s jurisdiction of organization;
(d) The Agent shall have received one original of resolutions of the Borrower’s and each Guarantor’s Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party on the Effective Date and the consummation of the transactions contemplated thereby, certified in each instance by its Secretary or Assistant Secretary (copies of all such documents to be provided by the Agent to each Bank);
(e) The Agent shall have received for each Bank such Lender such LenderBank’s duly executed Notes Revolving Note, and for the Swing Line Lender, the duly executed Swing Note, of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents1.6(a) and any amendments thereto(b) hereof, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativerespectively;
(f) the Administrative The Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s Authorized Representatives;
(g) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks;
(h) the Administrative The Agent shall have received a certificate by the chief financial officer, treasurer or corporate controller of the Borrower, stating that on the date of such initial fees called for Credit Event no Default or Event of Default has occurred and is continuing (copies of such certificate to be provided by Section 2.1 hereofthe Agent to each Bank);
(i) the capital and organizational structure The Agent shall have received five-year projected financial statements of Whitestone REIT, the Borrower in form and its Subsidiaries shall be substance satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders No material adverse change shall have received occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, and its Subsidiaries, taken as a Closing Date Borrowing Base Certificate;whole, or any Guarantor from that reflected in its financial statements for the fiscal year ended December 31, 2006; and
(k) the Administrative Agent The Borrower shall have received financing statement paid (or shall pay concurrently with the initial Credit Event hereunder) all obligations outstanding under the Existing Agreement. It is understood and federal tax lien searches against agreed that all of the Borrower, Whitestone REIT and each Material Subsidiary evidencing foregoing conditions were satisfied or waived on the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsEffective Date.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligation of each Lender to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement and the Borrower, the Material other applicable Loan Documents duly executed by Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(ciii) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(div) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryan Authorized Representative;
(ev) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other an Authorized Representative;
(fvi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hviii) financing statement, tax, and judgment lien search results against the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lix) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, Guarantor in form and substance reasonably satisfactory to the Administrative Agent;
(mx) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower;
(nxi) a Solvency Certificate, duly executed by a Financial Officer, certifying as to the matters set forth therein and dated as of the Closing Date;
(xii) a certificate of a Responsible Officer of Borrower certifying that Borrower and its Subsidiaries will have no outstanding indebtedness other than that which has been previously disclosed and agreed to by the Administrative Agent shall have received Agent;
(xiii) (A) a copy of the EDI Acquisition Agreement; (B) management-prepared financial statements of EDI for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (C) consolidated projected income statements of Borrower and its subsidiaries (giving effect to such acquisition) for five years after the date of the EDI Acquisition;
(A) a copy of the QT Acquisition Agreement; (B) management-prepared financial statements of QT for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (C) consolidated projected income statements of Borrower and its subsidiaries (giving effect to such acquisition) for five years after the date of the QT Acquisition; and
(xv) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) the initial fees called for by Section 2.10, and all other fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder, shall have been paid;
(c) at least fifteen (15) business days prior to the Closing Date the Administrative Agent shall have received, and any Lender the Lenders shall have received any within a reasonable time prior to syndication, all documentation and other information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any regulatory authorities under applicable “know your customer” or similar and anti-money laundering rules or and regulations, including without limitation the Patriot Act;
(d) at least five (5) days prior to the Closing Date, Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall deliver to each Lender that so requests a Beneficial Ownership Certification in relation to it; and
(e) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent and the Lenders.
Appears in 1 contract
Samples: Credit Agreement (BIO-TECHNE Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by received, addressed to each Bank, one original of the favorable written opinion of Jxxxxxxx X. Xxxxxxx, in-house general counsel to the Borrower, covering the Material Subsidiaries, as Guarantors, Borrower and all of the Guarantors and in form and substance satisfactory to the Agent and the LendersBanks (copies of which will be provided by the Agent to each Bank);
(b) if requested The Agent shall have received (i) the Certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) its Articles of Incorporation and all amendments thereto, and (B) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, all in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of the Borrower certified as of a date not earlier than 20 days prior to the date hereof by any Lenderthe appropriate governmental officer of the Borrower’s jurisdiction of incorporation (copies of all such documents to be provided by the Agent to each Bank);
(c) For each Significant Guarantor, the Administrative Agent shall have received (i) a Certificate of an Authorized Officer of such Significant Guarantor certifying that since June 6, 2003, (A) there have been no changes to its Articles of Incorporation or other charter document, and (B) there have been no changes to its bylaws (or comparable constituent documents), such Certificate to be in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of such Significant Guarantor certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Significant Guarantor’s jurisdiction of organization;
(d) The Agent shall have received one original of resolutions of the Borrower’s and each Guarantor’s Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party on the Effective Date and the consummation of the transactions contemplated thereby, certified in each instance by its Secretary or Assistant Secretary (copies of all such documents to be provided by the Agent to each Bank);
(e) The Agent shall have received for each Bank such Lender such LenderBank’s duly executed Notes Revolving Note, and for the Swing Line Lender, the duly executed Swing Note, of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents1.6(a) and any amendments thereto(b) hereof, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativerespectively;
(f) the Administrative The Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s Authorized Representatives;
(g) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks;
(h) the Administrative The Agent shall have received a certificate by the chief financial officer, treasurer or corporate controller of the Borrower, stating that on the date of such initial fees called for Credit Event no Default or Event of Default has occurred and is continuing (copies of such certificate to be provided by Section 2.1 hereofthe Agent to each Bank);
(i) the capital and organizational structure The Agent shall have received five-year projected financial statements of Whitestone REIT, the Borrower in form and its Subsidiaries shall be substance satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders No material adverse change shall have received occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, and its Subsidiaries, taken as a Closing Date Borrowing Base Certificate;whole, or any Guarantor from that reflected in its financial statements for the fiscal year ended December 31, 2006; and
(k) the Administrative Agent The Borrower shall have received financing statement and federal tax lien searches against paid (or shall pay concurrently with the Borrower, Whitestone REIT and each Material Subsidiary evidencing initial Credit Event hereunder) all obligations outstanding under the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsExisting Agreement.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersGuarantors;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note such Lender’s duly executed Notes of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence the Security Agreement and any other Loan Documents deliverable on the Closing Date, in each case duly executed by the Borrower and the Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding Equity Interests in the Borrower and each Restricted Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Restricted Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be maintained under filed against the Loan DocumentsBorrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified certified, in each instance the case of (x) articles of incorporation or comparable organizational documents, by the secretary of state of the state incorporation or formation and (y) in the case of bylaws, by its Secretary or Assistant SecretarySecretary or other appropriate officer;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, Authorized Representatives of the Borrower’s Borrower and each Material Subsidiary’s behalfGuarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeappropriate officer;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (unless otherwise agreed by the Administrative Agent, dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by specified in Section 2.1 hereofhereof then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date;
(i) the capital Administrative Agent shall have received (a) financing statement, tax, and organizational structure of Whitestone REIT, judgment lien search results against the Borrower and its Subsidiaries shall each Guarantor and their respective Properties evidencing the absence of Liens except Permitted Liens, and (b) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be satisfactory requested by the Collateral Agent to the Administrative extent necessary or reasonably advisable to perfect the Collateral Agent, ’s security interest in the Lenders, and the L/C Issuerintellectual property Collateral;
(j) with respect to the Lenders Existing Credit Facilities, the Administrative Agent shall have received a Closing Date Borrowing Base Certificatepay off and lien release letters from the applicable creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor and, after giving effect to the Refinancing, none of Holdings, the Borrower nor any of Restricted Subsidiaries shall have any third party Indebtedness for Borrowed Money other than (i) the Obligations and Commitments hereunder and (ii) Permitted Surviving Debt and indebtedness permitted under Section 8.7 (other than Section 8.7(b), (h), (k), (n). (o) and (w));
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against a certificate of the Chief Financial Officer of the Borrower, Whitestone REIT certifying that Holdings, the Borrower and each Material Subsidiary evidencing its Restricted Subsidiaries, taken as a whole, after giving effect to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofTransactions, are Solvent;
(l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentGuarantor specified on Schedule 7.2(l);
(m) the Administrative Agent and the Lenders shall have received a fully executed Internal Revenue Service Form W-9 for received, at least three (3) days prior to the Borrower Closing Date, all documentation, including supporting documentation reasonably satisfactory to the Administrative Agent and each Guarantorother information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date;
(n) the Administrative Agent Borrower and Guarantor shall have received such other agreements, instruments, documents, certificates, and opinions as provided to the Administrative Agent may reasonably requestsuch information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required (a) audited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for Fiscal Years 2013 and 2014 (it being acknowledged by the Administrative Agent or that such Lender in order to assist financial statements at and for Fiscal Years 2013 and 2014 have been received), (b) unaudited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for the third fiscal quarter of Fiscal Year 2014 (it being acknowledged by the Administrative Agent that such financial statements at and for the third fiscal quarter of Fiscal Year 2014 have been received) and (c) if requested by the Administrative Agent, a pro forma consolidated balance sheet and related pro forma income statement of Parent as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 120 days prior to the Closing Date (if such period is a Fiscal Year of Parent and its Subsidiaries), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such Lender period (in maintaining compliance with the case of the statement of income); provided that (i) each such pro forma financial statement shall be prepared in good faith by the Act (as hereinafter defined) Borrower and (ii) no such pro forma financial statement shall include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). Without limiting the generality of the provisions of the last paragraph of Section 11.3, (i) for purposes of determining compliance with the conditions specified in this Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (A) of funds pursuant to such Advance Funding Arrangements and (B) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable “know your customer” or similar rules or regulationsfunds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 1 upon the Administrative Agent’s determination (made in accordance with and subject to the terms of this Agreement) that it has received all items expressly required to be delivered to it under this Section 7.2.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received received, for such Lender such Lender’s , a duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of the Borrower (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of each Guarantor);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of the Borrower (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or other Authorized Representativeindirect owner of each Guarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do business as a foreign corporation or organizationlocated;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(mj) the Administrative Agent shall have received (i) a pro forma Compliance Certificate calculated as of the Closing Date; and (ii) a Borrowing Base Certificate showing computation of the Revolving Credit Availability with the inclusion of the Initial Borrowing Base Properties, each in form and substance acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b);
(nl) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(om) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations; and
(n) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations;
(o) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it; and
(p) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Whitestone REIT)
