Initial Credit Event. The obligation of each Lender and each L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) 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; (ii) if requested by any Lender, Notes in compliance with the provisions of Section 2.10; (iii) 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, 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; (v) copies of each Loan 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 other director or officer; (vi) copies of resolutions of each Loan 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 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 each Loan Party’s behalf, all certified in each instance by its Secretary, Assistant Secretary or other director or officer; (vii) to the extent applicable, copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from its jurisdiction of incorporation or organization; (viii) a list of Xxxxxxxx’s Authorized Representatives; (ix) the initial fees called for by Section 2.11; (x) to the extent applicable, financing statement, tax, and judgment lien search results against the Property of Borrower and each applicable Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xi) 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 favorable written opinion of counsel to Xxxxxxxx and each Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, the Administrative Agent); (xiii) a fully executed Internal Revenue Service Form W-9 for Borrower; (xiv) a solvency certificate in the form of Exhibit I; (xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have 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 Administrative Agent may reasonably request. (b) 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 its counsel shall have 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 in its sole discretion.
Appears in 1 contract
Samples: Senior Secured Credit Facility (Alvarium Tiedemann Holdings, Inc.)
Initial Credit Event. The obligation of each Lender and each L/C Issuer to participate in Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedentEvent:
(a) the Administrative Agent shall have received each the Deeds of the following, in each case (x) Trust duly executed by all applicable partiesthe Borrower, (y) dated a date satisfactory to Administrative Agentthe Security Agreement duly executed by the Borrower and each of its existing Subsidiaries as of the Closing Date, if any, and (z) in form the Guaranties duly executed by Holdings, Marketing Inc. and substance satisfactory to Administrative Agent:
Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, together with (i) this Agreement;
(ii) if requested by any Lender, Notes in compliance with the provisions of Section 2.10;
(iii) 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 of the Borrower as of the Closing Date, if any, (Bii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary of the Borrower as of the Closing Date, if any, executed in blank and undated, (Ciii) UCC financing statements to be filed against the Borrower and each applicable SubsidiarySubsidiary of the Borrower as of the Closing Date, if any, each as debtor, in favor of the Administrative Agent, as secured party, (Div) patent, trademark, and copyright Collateral Documentscollateral agreements, to the extent requested by the Administrative Agent, and (Ev) deposit account, securities account, and commodity account control agreementsagreements to the extent requested by the Administrative Agent;
(ivb) 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;
(vc) the Administrative Agent shall have received for each Lender copies of each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s and Marketing 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, Secretary or Assistant Secretary or other director or officerand, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(vid) the Administrative Agent shall have received for each Lender copies of resolutions of each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s board and Marketing GP’s 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 and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalfthereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s and Marketing GP’s behalf, all certified in each instance by its Secretary, Assistant Secretary or other director or officerAssistant Secretary;
(viie) to the extent applicable, Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for each Loan Party the Borrower, Holding, Marketing Inc. and 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 jurisdiction formation, incorporation or organization, as applicable, and of incorporation each state in which it is qualified to do business as a foreign partnership corporation or organization;
(viiif) the Administrative Agent shall have received for each Lender a list of Xxxxxxxxthe Borrower’s Authorized Representatives;
(ixg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.112.12 hereof;
(xh) with respect to each parcel of real estate in which the Borrower has a fee interest, the Administrative Agent shall have received a mortgagee’s title insurance policy (or a prepaid binding commitment therefor) in form and substance acceptable to the extent Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of $23,647,450 insuring the Lien of the Deeds of Trust 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;
(i) the Administrative Agent shall have received the report of ARCADIS G&M, Inc. acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to the parcels of real property subject to the Lien of the Deeds of Trust, together with a reliance letter thereon acceptable to the Administrative Agent;
(j) the Purchase Agreement and all documents to be executed and delivered in connection therewith shall be acceptable to the Administrative Agent in form and substance;
(k) the Administrative Agent shall have received an executed copy of the First Amendment to Purchase and Sale Agreement acceptable to the Administrative Agent in form and substance;
(l) the Pride Purchase shall close prior to or concurrently with the initial Credit Event on the terms set forth in the Purchase Agreement and without the waiver by Holdings or the Borrower, as applicable, of any material conditions to closing set forth therein;
(m) intentionally omitted;
(n) the Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that Magellan has consented to the assignment to the Borrower of each of the Magellan Contracts;
(o) the Administrative Agent shall have received satisfactory evidence that the Pride Purchase shall have been approved by the Pride Entities’ directors and, if necessary, shareholders, and all necessary legal and regulatory approvals with respect to the consummation of the Pride Purchase shall have been obtained;
(p) on the Closing Date, both before and after giving effect to the Pride Purchase, no injunction or temporary restraining order which would prohibit or seek to unwind the Pride Purchase 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 Borrower, threatened;
(q) the Administrative Agent shall have received such opinions, certificates and other evidence it may reasonably require to satisfy itself as to the solvency of the Borrower after giving effect to the Pride Purchase;
(r) the capital and organizational structure of the Borrower shall be satisfactory to the Administrative Agent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the Borrower of equity contributions from Holdings or its Affiliates of not less than $50,000,000;
(s) the Administrative Agent 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 the date of this Agreement after giving effect to the Pride Purchase) 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;
(t) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of Borrower and the Borrower, each applicable Subsidiary Pride Entity, evidencing the absence of Liens on its Property except as permitted by Section 7.2for Permitted Liens;
(xiu) pay off the Administrative Agent shall have received a termination and lien release letters letter from creditors Wxxxx Fargo Bank in form and substance acceptable to the Administrative Agent and shall include, without limitation, evidence satisfactory to the Administrative Agent of the filing of UCC amendments regarding (i) filing number 42931659 filed with the Delaware Secretary of State on October 12, 2004 and naming Pride as the debtor and Wxxxx Fargo Bank, National Association as the secured party, and (ii) filing number 04-0084682082 filed with the Texas Secretary of State on October 11, 2004, naming Pride Marketing as the debtor and Wxxxx Fargo Bank, National Association, as the secured party, in each instance releasing the Collateral from the collateral described in each such filing;
(v) the Administrative Agent shall have satisfactorily completed its due diligence with respect to the Borrowers, the Guarantors and the Pride Entities, including, without limitation, the Administrative Agent satisfactory review of the Pride Entities supply agreements and the Magellan Contracts;
(w) the Administrative Agent shall have received evidence satisfactorily to it that the notice required by Section 7.7 of the SunTrust Agreement as a result of any agreements between the Borrower and Refining has been delivered to all Persons required to receive such notice;
(x) as of the Closing Date, each applicable Subsidiary setting forthof the operating deposit accounts of the Borrower (other than local pxxxx cash deposit accounts and payroll accounts described in clause (ii) of the proviso to Section 4.1 hereof) shall be maintained with the Administrative Agent;
(y) no material adverse change in the financial condition, among other thingsprospects, or operations of Holdings shall have occurred since the total amount most recent audited financial statements of indebtedness outstanding Holdings;
(z) to Borrower’s knowledge, no material adverse change in the operations of the “Purchased Assets” (as defined in the Purchased Agreement) shall have occurred since the most recent audited financial statements of the Pride Entities;
(aa) the Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Borrower, Holdings, Marketing Inc. and owing Marketing GP, in form and substance satisfactory to them the Administrative Agent; and
(or outstanding letters of credit issued bb) the Administrative Agent shall have received 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 favorable written opinion of counsel to Xxxxxxxx and each Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, the Administrative Agent);
(xiii) a fully executed Internal Revenue Service Form W-9 for Borrower;
(xiv) a solvency certificate in the form of Exhibit I;
(xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have 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) Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
(b) 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 its counsel shall have 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 in its sole discretion.
Appears in 1 contract
Initial Credit Event. The obligation Before or concurrently with the effectiveness of each Lender this Amended and each L/C Issuer to participate in the initial Restated Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedentAgreement:
(a) Administrative Agent the Bank shall have received each of the following, in each case (x) this Agreement duly executed by all applicable partiesthe Borrower and its Domestic Subsidiaries, (y) dated a date satisfactory to Administrative Agentas Guarantors, and (z) in form and substance satisfactory to Administrative Agent:
(i) this Agreementthe Bank;
(iib) if requested by any Lender, Notes the Bank shall have received the duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(iiic) the Bank shall have received a duly completed and executed Perfection Certificate and an executed reaffirmation of the Security Agreement and the other Collateral DocumentsDocuments duly executed by the Loan Parties, together with, solely to the extent required pursuant the following items were not previously delivered to any Collateral Documentthe Bank, (Ai) 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 applicable 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, (Bii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undatedSubsidiary, (Ciii) UCC financing statements to be filed against Borrower and each applicable SubsidiaryLoan Party, as debtor, in favor of Administrative Agentthe Bank, as secured party, (Div) patent, trademark, and copyright Collateral Documentscollateral agreements to the extent requested by the Bank, and (Ev) deposit account, securities account, and commodity account control agreementsagreements to the extent requested by the Bank, and (vi) Collateral Access Agreements to the extent requested by the Bank;
(ivd) evidence of insurance required to be maintained under the Loan Documents;
(v) Bank shall have received copies of each Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Secretary or Assistant Secretary (or other director or officercomparable Responsible Officer);
(vie) the Bank shall have received copies of resolutions of each Loan Party’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 and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalfthereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified in each instance by its Secretary, Secretary or Assistant Secretary (or other director or officercomparable Responsible Officer);
(viif) to the extent applicable, Bank shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its jurisdiction incorporation or organization and of incorporation each state in which it is qualified to do business as a foreign corporation or organization;
(viiig) a list of Xxxxxxxx’s Authorized Representatives;
(ix) the Bank shall have received the initial fees called for by Section 2.113.1;
(xh) 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 extent applicableinitial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since September 30, financing statement2016, taxno Material Adverse Effect has occurred; (iii) the TTM EBITDA as of September 30, 2016 is not less than $12,6000,000 and (iv) the Total Leverage Ratio is not greater than 1.30 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of September 30, 2016, and judgment lien search results against after giving effect to all extensions of Credit made on the Property of Borrower and each applicable Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2Closing Date;
(xii) 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) Bank shall have received the favorable written opinion of counsel to Xxxxxxxx each Loan Party, in form and each Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, the Administrative Agent);
(xiii) a fully executed Internal Revenue Service Form W-9 for Borrower;
(xiv) a solvency certificate in the form of Exhibit I;
(xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have 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 substance satisfactory to the Transactions;
(xviii) a fully executed Beneficial Ownership CertificationBank; and
(xixj) the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as Administrative Agent the Bank may reasonably request.
(b) 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 its counsel shall have 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 in its sole discretion.
Appears in 1 contract
Initial Credit Event. The obligation of each Lender and each the L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) 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 AgreementAgreement duly executed by Borrowers, the Guarantors, and the Lenders;
(ii) if requested by any Lender, such Lender’s duly executed Notes of the relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.102.11;
(iii) the Collateral DocumentsU.S. Security Agreement duly executed by the U.S. Loan Parties, the Canadian Guarantee Agreement and the Canadian Security Agreement duly executed by the Canadian Loan Parties, together with, to the extent required pursuant to any Collateral Document, with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests in each applicable Subsidiary (limited in the case of any first tier Foreign Subsidiary of U.S. Borrower to 66% of the Voting Stock and 100% of any other equity interests held by U.S. Borrower as provided in Section 6.12) as of the Closing Date, (Bii) stock powers and voting proxies for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated, (Ciii) UCC financing statements to be filed against Borrower each U.S. Loan Party and PPSA financing statements to be filed against each applicable SubsidiaryCanadian Loan Party, as debtor, in favor of Administrative Agent, as secured partySecured Party, (Div) Collateral Access Agreements to the extent requested by Administrative Agent; (v) patent, trademark, and copyright Collateral Documentscollateral agreements, in form and substance satisfactory to Administrative Agent, to the extent requested by Administrative Agent, and (Evi) deposit account, securities account, a duly completed and commodity account control agreementsexecuted Perfection Certificate;
(iv) evidence of insurance required to be maintained under the Loan Documents, naming Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(v) copies of each Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Secretary or Assistant Secretary (or other director or officercomparable Responsible Officer);
(vi) copies of resolutions of each Loan Party’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 and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalfthereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified in each instance by its Secretary, Secretary or Assistant Secretary (or other director or officercomparable Responsible Officer);
(vii) to the extent applicable, copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its jurisdiction incorporation or organization and of incorporation each state in which it is qualified to do business as a foreign corporation or organization;
(viii) a list of Xxxxxxxxeach Borrower’s Authorized Representatives;
(ix) a certificate as to each Borrower’s Designated Disbursement Account;
(x) the initial fees called for by Section 2.112.12;
(xxi) Administrative Agent shall have received a true and correct copy of the Combination Agreements (including all amendments thereto and schedules and exhibits relating thereto), which shall be in form and substance reasonably satisfactory to Administrative Agent, and (i) the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the extent Combination Agreements has closed or is concurrently closing with the initial Credit Event without the waiver by Borrowers of any material conditions thereto; (ii) the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements have been approved by the directors of Borrowers and by the directors and, if required, shareholders of the other Loan Parties and sellers under the Combination Agreements, (iii) all necessary legal and regulatory approvals with respect to the acquisition shall have been obtained; (iv) there is no injunction, temporary restraining order, or other legal action in effect which would prohibit the closing of the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements or the closing and funding of the initial Credit Event hereunder;
(xii) 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) the initial public offering of U.S. Borrower’s common stock has been consummated and it is in receipt of not less than U.S. $81,000,000 of cash proceeds from such issuance, (ii) Borrowers’ acquisition of the other Loan Parties and their assets as described in the Combination Agreements has been consummated in accordance with the terms thereof, (iii) no Loan Party is an Affiliate of Administrative Agent or any Lender as of the Closing Date, (iv) since December 31, 2014, no Material Adverse Effect has occurred, and (v) the conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and Credit Events (if any) occurring on the Closing Date, (b) a Borrowing Base Certificate containing calculations of the U.S. Borrowing Base and Canadian Borrowing Base as of December 31, 2014, and showing, among other things, U.S. Excess Availability of at least U.S. $3,000,000 after giving effect to the initial Credit Event, provided accounts payable of the Loan Parties and their Subsidiaries are at historically normal levels reasonably acceptable to the Administrative Agent, (c) evidence satisfactory to the Administrative Agent in the form of a pro forma covenant compliance certificate showing that Borrowers’ EBITDA for the most recently-ended twelve months (“TTM”) through December 31, 2014, is at least $12,000,000, and that Borrowers’ Total Leverage Ratio is less than 1.75 to 1.0, each calculated based on TTM EBITDA prior to the Closing Date and Indebtedness outstanding on the Closing Date after giving effect to the initial Credit Event (if any) hereunder, (d) receipt of a true and correct copy of the IPO Registration Statement and all amendments and supplements thereto, and (e) five-year projected financial statements for Borrowers and their Subsidiaries, together with a closing balance sheet of Borrowers and their Subsidiaries adjusted to give effect to the transactions contemplated by the Combination Agreements and this Agreement and the form and substance acceptable to the Administrative Agent;
(xiii) UCC and PPSA financing statementstatement and, taxwith respect to the U.S. Loan Parties, tax and judgment lien search results against the Property of Borrower and each applicable Subsidiary Loan Party evidencing the absence of Liens on its Property except as permitted by Section 7.2;
(xixiv) pay off and lien release letters from secured creditors of Borrower and each applicable Subsidiary Loan Party 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 Subsidiarysuch Loan Party) and containing an undertaking to cause to be delivered to Administrative Agent UCC UCC/PPSA termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower such Loan Parties, which pay off and each applicable Subsidiarylien release letters shall be in form and substance acceptable to Administrative Agent;
(xiixv) the favorable written opinion of counsel to Xxxxxxxx and each Guarantor (or with respect to any U.S. Loan Party that is a Foreign Subsidiaryand the separate favorable written opinion of counsel to each Canadian Loan Party, the each in form and substance satisfactory to Administrative Agent);
(xiiixvi) 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 for Borrower and Form W-8 Form for Canadian Borrower;
(xiv) a solvency certificate in the form of Exhibit I;
(xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have 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
(xixxvii) such other agreements, instruments, documents, certificates, and opinions as Administrative Agent may reasonably request.
(b) The capital and organizational structure of Borrower the Loan Parties and its their Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C IssuersIssuer.
(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 its counsel shall have 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 in its sole discretion.
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Initial Credit Event. The obligation of each Lender and each the L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) Administrative Agent shall have received each of the following, in each case (xi) duly executed by all applicable parties, (yii) dated a date satisfactory to Administrative Agent, and (ziii) in form and substance satisfactory to Administrative Agent:
(i) this AgreementAgreement and each other Loan Document;
(ii) if requested by any Lender, Notes in compliance with the provisions of Section 2.102.9;
(iii) 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, 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;
(viv) copies of each Loan 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 other director or officerAssistant Secretary;
(viv) copies of resolutions of each Loan Party’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 and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalfthereby, together with specimen signatures of the persons authorized to execute such documents on each such Loan Party’s behalf, all certified in each instance by its Secretary, Assistant Secretary or other director or officerAssistant Secretary;
(viivi) to the extent applicable, copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its jurisdiction of incorporation or organization;
(viiivii) a list of XxxxxxxxBorrower’s Authorized Representatives;
(ixviii) the initial fees called for by Section 2.112.10;
(xix) to the extent applicable, financing statement, tax, and judgment lien search results against the Property of Borrower and each applicable Subsidiary Loan Party evidencing the absence of Liens on its Property except as permitted by Section 7.2;; 744209099 20664705
(xi) 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;
(xiix) the favorable written opinion of counsel to Xxxxxxxx Borrower and each Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, the Administrative Agent)Guarantor;
(xiiixi) a fully executed Internal Revenue Service Form W-9 for Borrower;
(xivxii) unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) of Borrower for the prior three fiscal quarters preceding the Closing Date and a pro forma compliance certificate;
(xiii) a solvency certificate in the form of Exhibit I;; and
(xvxiv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have 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;
(xviiixv) a fully executed Beneficial Ownership Certification; and
(xixxvi) such other agreements, instruments, documents, certificates, and opinions as Administrative Agent may reasonably request.
(b) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C IssuersIssuer.
(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.
(fd) Administrative Agent and its counsel shall have 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 in its sole discretion.
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Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)
