Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (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 reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from each initial Guarantor either (i) a counterpart of the Guarantee Agreement signed on behalf of such Loan Party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement, together with: (i) a duly completed Perfection Certificate signed by Holdings; (ii) Uniform Commercial Code financing statements and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent such Equity Interests are evidenced by certificates and/or such other documents of title); and (iii) executed counterparts of the Collateral Documents identified on Schedule 4.01(b). (c) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Loan Documents, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other Loan Parties, the authorization of the Transactions, to the extent applicable, and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party. (f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released. (g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings. (h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder. (j) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Lender requesting Notes at least five Business Days prior to the Closing Date. (k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied. (l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities. (m) The Administrative Agent shall have received as soon as available and in any event within 45 days after the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing Date.
Appears in 2 contracts
Samples: Amendment No. 1 (Genpact LTD), Credit Agreement (Genpact LTD)
Initial Credit Events. The Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are were subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from the Company and each initial U.S. Guarantor either (iA) a counterpart of the U.S. Guarantee and Security Agreement signed on behalf of such U.S. Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the U.S. Guarantee and Security Agreement) that such party has signed a counterpart of the U.S. Guarantee and Security Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Company;
(ii) Uniform Commercial Code financing statements naming each U.S. Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such U.S. Loan Party;
(iii) certificates representing all certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (owned directly by any U.S. Loan Party to the extent such Equity Interests are evidenced pledged (and required to be delivered) under the U.S. Guarantee and Security Agreement together with stock powers executed in blank;
(iv) all notes, chattel paper and instruments owned by certificates and/or such other documents any U.S. Loan Party to the extent pledged (and required to be delivered) pursuant to the U.S. Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of title)transfer; and
(iiiv) executed short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the U.S. Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral;
(c) The Administrative Agent (or its counsel) shall have received from the Bermuda Borrower (A) counterparts of the Collateral Documents identified documents listed on Schedule 4.01(b4.01(c) signed on behalf of the Bermuda Borrower and the applicable Foreign Guarantors or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the applicable documents on Schedule 4.01(c).) that the Foreign Guarantors have signed a counterpart of such documents together with all documents required to be delivered thereby on or prior to the Closing Date;
(cd) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx Xxxx Xxxxxxxx LLP, special New York counsel to the Loan Parties, Company and (ii) Xxxxxxx X. XxxxxXxxxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of special Bermuda counsel to the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Foreign Loan DocumentsParties, in each case, as applicable in dated the jurisdiction in which such local counsel is admitted to practice Closing Date and in form and substance reasonably satisfactory to the Administrative Agent.. The Company hereby requests such counsel to deliver such opinion;
(de) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.;
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, (i) the Closing Date Asset Sale shall be consummated, (ii) all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, Agreements and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.released and (iii) the indentures governing the Existing Notes have been defeased or discharged in accordance with their terms and that all Existing Notes shall be repaid or redeemed within six months after the Closing Date;
(g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Company and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Company;
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.;
(i) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least three business days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws;
(j) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.;
(jk) The Administrative Agent shall have received Notes executed by the applicable Borrowers in favor of each Lender requesting Notes a Note at least five three Business Days prior to the Closing Date.;
(kl) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
satisfied and (lB) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through that there has been no event or circumstance since the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any date of the Loan Documents audited financial statements that has had or could be reasonably expected to have, either individually or in the Facilities.aggregate, a Material Adverse Effect;
(m) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as soon an additional insured or loss payee, as available and in any event within 45 days after the end of each fiscal quarter ending subsequent case may be, under all insurance policies maintained with respect to the fiscal year 2011 for Holdings assets and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning properties of the most recently completed fiscal year to Loan Parties that constitute Collateral; and
(n) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the end of such fiscal quarter and for Administrative Agent, the comparable periods of Issuing Bank, the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on Swingline Lender or the SEC’s website pursuant to the XXXXX system on or prior to the Closing DateRequired Lenders reasonably may require.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from the Borrower and each initial Guarantor either (iA) a counterpart counterparts of each of the Guarantee Agreement and the Security Agreement signed on behalf of such Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of each of the Guarantee Agreement and the Security Agreement) that such party has signed a counterpart of each of the Guarantee Agreement and the Security Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Borrower and each initial Guarantor;
(ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party;
(iii) certificates representing all certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Security Agreement together with stock powers executed in blank, except as contemplated by Schedule 5.09(c);
(iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Security Agreement duly endorsed in blank or with appropriate instruments of transfer;
(v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such Equity Interests are evidenced by certificates and/or such other documents of title)offices and listed in the Perfection Certificate and constituting Collateral; and
(iiivi) executed counterparts copies of Lien, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Collateral Documents identified on Schedule 4.01(b)Administrative Agent with respect to each Loan Party.
(c) The Administrative Agent shall have received the executed legal opinions of (ix) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Loan DocumentsBorrower, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative Agent., (y) Xxxxxxxxx & Xxxxxxx LLP, special regulatory counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, and (z) Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to the Borrower and the Guarantors in form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion;
(d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to and the extent applicableidentity, authority and any other legal matters relating to such Loan Parties, capacity of the Responsible Officers of the Loan Documents or Parties authorized to act as such in connection with this Agreement and the Transactionsother Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.;
(e) The Administrative Agent After giving effect to the Transactions, the Borrower and its Restricted Subsidiaries shall have received such incumbency certificates and/or outstanding no Indebtedness for borrowed money other certificates of Authorized Representatives of each of than (i) the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement Initial Term Loans and the other Loan Documents to which such Loan Party is a party or is to be a partyRevolving Commitments (and the Revolving Loans thereunder), (ii) the Senior Notes and (iii) Indebtedness otherwise permitted hereunder.
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.
(g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Borrower and its Restricted Subsidiaries (taken as a wholewhole on a consolidated basis) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Borrower;
(g) The Lenders shall have received, at least three Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing by them at least ten Business Days prior to the Closing Date in order to allow the Lenders to comply with the Act;
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower hereunder.;
(ji) The Administrative Agent shall have received Notes executed by the Borrowers Borrower in favor of each Lender requesting Notes at least five three Business Days prior to the Closing Date.;
(j) The Spin-Off shall have been consummated, or shall be consummated within one (1) Business Day of the Closing Date, on terms and conditions reasonably satisfactory to the Lead Arrangers, it being understood that the consummation of the Spin-Off in all material respects on the terms disclosed in the Form 10 is satisfactory to the Lead Arrangers;
(k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied.satisfied and (B) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities.
(m) The Administrative Agent shall have received certificates of insurance and endorsements related thereto, naming the Administrative Agent, on behalf of the Lenders, as soon an additional insured or loss payee, as available the case may be, under all liability and in any event within 45 days after the end of each fiscal quarter ending subsequent property insurance policies maintained with respect to the fiscal year 2011 for Holdings assets and ending at least 45 days prior properties of the Loan Parties that constitute Collateral; provided that to the Closing Dateextent that, unaudited consolidated statements notwithstanding its use of financial commercially reasonable efforts in respect thereof, the Borrower is unable to deliver such certificates and endorsements, such certificates and endorsements shall not constitute a condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements precedent under this Section 4.01 but shall instead be required to be delivered within 30 days following the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion);
(m) The Borrower shall have issued the Senior Notes in an aggregate principal amount of $450,000,000; and
(n) The aggregate number of video Basic Subscribers served by the Cable Systems of the Borrower and its Subsidiaries pursuant to this Section 4.01(meach Franchise for which (A) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant no consent with respect to the XXXXX system on Spin-Off is required from any Government Authority issuing such Franchise or prior to (B) any such required consent has been received (or deemed received under Section 617 of the Communications Act) as of the date of the Spin-Off shall equal at least 80% of the aggregate number of video Basic Subscribers served by the Cable Systems of the Borrower and its Subsidiaries as of the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Cable One, Inc.)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from the Borrower and each initial Guarantor either (iA) a counterpart counterparts of each of the Guarantee Agreement and the Security Agreement signed on behalf of such Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of each of the Guarantee Agreement and the Security Agreement) that such party has signed a counterpart of each of the Guarantee Agreement and the Security Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Borrower and each initial Guarantor;
(ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party;
(iii) certificates representing all certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Security Agreement together with stock powers executed in blank, except as contemplated by Schedule 5.09(c);
(iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Security Agreement duly endorsed in blank or with appropriate instruments of transfer;
(v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such Equity Interests are evidenced by certificates and/or such other documents of title)offices and listed in the Perfection Certificate and constituting Collateral; and
(iiivi) executed counterparts copies of Lien, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Collateral Documents identified on Schedule 4.01(b)Administrative Agent with respect to each Loan Party.
(c) The Administrative Agent shall have received the executed legal opinions of (ix) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Loan DocumentsBorrower, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative Agent., (y) Xxxxxxxxx & Xxxxxxx LLP, special regulatory counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, and (z) Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to the Borrower and the Guarantors in form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion;
(d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to and the extent applicableidentity, authority and any other legal matters relating to such Loan Parties, capacity of the Responsible Officers of the Loan Documents or Parties authorized to act as such in connection with this Agreement and the Transactionsother Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.;
(e) The Administrative Agent After giving effect to the Transactions, the Borrower and its Restricted Subsidiaries shall have received such incumbency certificates and/or outstanding no Indebtedness for borrowed money other certificates of Authorized Representatives of each of than (i) the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement Initial Term Loans and the other Loan Documents to which such Loan Party is a party or is to be a party.Revolving Commitments (and the Revolving Loans thereunder), (ii) the Senior Notes and (iii) Indebtedness otherwise permitted hereunder;
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.
(g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Borrower and its Restricted Subsidiaries (taken as a wholewhole on a consolidated basis) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Borrower;
(g) The Lenders shall have received, at least three Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing by them at least ten Business Days prior to the Closing Date in order to allow the Lenders to comply with the Act;
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower hereunder.;
(ji) The Administrative Agent shall have received Notes executed by the Borrowers Borrower in favor of each Lender requesting Notes at least five three Business Days prior to the Closing Date.;
(j) The Spin-Off shall have been consummated, or shall be consummated within one (1) Business Day of the Closing Date, on terms and conditions reasonably satisfactory to the Lead Arrangers, it being understood that the consummation of the Spin-Off in all material respects on the terms disclosed in the Form 10 is satisfactory to the Lead Arrangers;
(k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied.satisfied and (B) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities.
(m) The Administrative Agent shall have received certificates of insurance and endorsements related thereto, naming the Administrative Agent, on behalf of the Lenders, as soon an additional insured or loss payee, as available the case may be, under all liability and in any event within 45 days after the end of each fiscal quarter ending subsequent property insurance policies maintained with respect to the fiscal year 2011 for Holdings assets and ending at least 45 days prior properties of the Loan Parties that constitute Collateral; provided that to the Closing Dateextent that, unaudited consolidated statements notwithstanding its use of financial commercially reasonable efforts in respect thereof, the Borrower is unable to deliver such certificates and endorsements, such certificates and endorsements shall not constitute a condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements precedent under this Section 4.01 but shall instead be required to be delivered within 30 days following the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion);
(m) The Borrower shall have issued the Senior Notes in an aggregate principal amount of $450,000,000; and
(n) The aggregate number of video Basic Subscribers served by the Cable Systems of the Borrower and its Subsidiaries pursuant to this Section 4.01(meach Franchise for which (A) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant no consent with respect to the XXXXX system on Spin-Off is required from any Government Authority issuing such Franchise or prior to (B) any such required consent has been received (or deemed received under Section 617 of the Communications Act) as of the date of the Spin-Off shall equal at least 80% of the aggregate number of video Basic Subscribers served by the Cable Systems of the Borrower and its Subsidiaries as of the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Cable One, Inc.)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from the Borrower and each initial Guarantor either (iA) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Borrower;
(ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party;
(iii) certificates representing all certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (owned directly by any Loan Party to the extent such Equity Interests are evidenced pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank, except as contemplated by certificates and/or such other documents Schedule 5.09(c);
(iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of title)transfer; and
(iiiv) executed counterparts short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Collateral Documents identified on Schedule 4.01(b).Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral;
(c) The Administrative Agent shall have received the executed legal opinions of (i) CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Loan Documents, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and Borrower in form and substance reasonably satisfactory to the Administrative Agent, Xxxxxxx Xxxxxxx, Esq., corporate counsel to the Borrower in form reasonably satisfactory to the Administrative Agent, and from local counsel to the Borrower and the Guarantors in West Virginia and Vermont in form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion;
(d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.;
(e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, Agreement and all other amounts payable thereunder hereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.;
(gf) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Borrower;
(hg) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.;
(h) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act;
(i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower hereunder.;
(j) The Administrative Agent shall have received Notes executed by the Borrowers Borrower in favor of each Lender requesting Notes at least five Business Days prior to the Closing Date.Notes;
(k) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party 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;
(l) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
satisfied and (lB) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through that there has been no event or circumstance since the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any date of the Loan Documents audited financial statements that has had or could be reasonably expected to have, either individually or in the Facilities.aggregate, a Material Adverse Effect;
(m) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as soon an additional insured or loss payee, as available and in any event within 45 days after the end of each fiscal quarter ending subsequent case may be, under all insurance policies maintained with respect to the fiscal year 2011 for Holdings assets and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning properties of the most recently completed fiscal year to Loan Parties that constitute Collateral; and
(n) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the end of such fiscal quarter and for Administrative Agent, the comparable periods of Issuing Bank, the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on Swingline Lender or the SEC’s website pursuant to the XXXXX system on or prior to the Closing DateRequired Lenders reasonably may require.
Appears in 1 contract
Samples: Credit Agreement (Mylan Inc.)
Initial Credit Events. The Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from the Company and each initial U.S. Guarantor either (iA) a counterpart of the U.S. Guarantee and Security Agreement signed on behalf of such U.S. Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the U.S. Guarantee and Security Agreement) that such party has signed a counterpart of the U.S. Guarantee and Security Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Company;
(ii) Uniform Commercial Code financing statements naming each U.S. Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such U.S. Loan Party;
(iii) certificates representing all certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (owned directly by any U.S. Loan Party to the extent such Equity Interests are evidenced pledged (and required to be delivered) under the U.S. Guarantee and Security Agreement together with stock powers executed in blank;
(iv) all notes, chattel paper and instruments owned by certificates and/or such other documents any U.S. Loan Party to the extent pledged (and required to be delivered) pursuant to the U.S. Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of title)transfer; and
(iiiv) executed short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the U.S. Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral;
(c) The Administrative Agent (or its counsel) shall have received from the Bermuda Borrower (A) counterparts of the Collateral Documents identified documents listed on Schedule 4.01(b4.01(c) signed on behalf of the Bermuda Borrower and the applicable Foreign Guarantors or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the applicable documents on Schedule 4.01(c).) that the Foreign Guarantors have signed a counterpart of such documents together with all documents required to be delivered thereby on or prior to the Closing Date;
(cd) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx Xxxx Xxxxxxxx LLP, special New York counsel to the Loan Parties, Company and (ii) Xxxxxxx X. XxxxxXxxxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of special Bermuda counsel to the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Foreign Loan DocumentsParties, in each case, as applicable in dated the jurisdiction in which such local counsel is admitted to practice Closing Date and in form and substance reasonably satisfactory to the Administrative Agent.. The Company hereby requests such counsel to deliver such opinion;
(de) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.;
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, (i) the Closing Date Asset Sale shall be consummated, (ii) all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, Agreements and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.released and (iii) the indentures governing the Existing Notes have been defeased or discharged in accordance with their terms and that all Existing Notes shall be repaid or redeemed within six months after the Closing Date;
(g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Company and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Company;
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.;
(i) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least three business days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws;
(j) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.;
(jk) The Administrative Agent shall have received Notes executed by the applicable Borrowers in favor of each Lender requesting Notes a Note at least five three Business Days prior to the Closing Date.;
(kl) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
satisfied and (lB) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through that there has been no event or circumstance since the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any date of the Loan Documents audited financial statements that has had or could be reasonably expected to have, either individually or in the Facilities.aggregate, a Material Adverse Effect;
(m) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as soon an additional insured or loss payee, as available and in any event within 45 days after the end of each fiscal quarter ending subsequent case may be, under all insurance policies maintained with respect to the fiscal year 2011 for Holdings assets and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning properties of the most recently completed fiscal year to Loan Parties that constitute Collateral; and
(n) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the end of such fiscal quarter and for Administrative Agent, the comparable periods of Issuing Bank, the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on Swingline Lender or the SEC’s website pursuant to the XXXXX system on or prior to the Closing DateRequired Lenders reasonably may require.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Effective Date are were subject to each of the following conditions being satisfied (or waived in accordance with Section 9.02 of the Original Credit Agreement) on or prior to the Closing Effective Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto thereto either (iA) a counterpart of this the Original Credit Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.019.01(b) of a signed signature page of the Original Credit Agreement) that such party has signed a counterpart of this the Original Credit Agreement.
(b) The Administrative Agent (or its counsel) shall have received from the Company and each initial U.S. Guarantor either (iA) a counterpart of the U.S. Guarantee and Security Agreement signed on behalf of such U.S. Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 9.01(b) of a signed signature page of the U.S. Guarantee and Security Agreement) that such party has signed a counterpart of the U.S. Guarantee and Security Agreement, together with, except as set forth on Schedule 1.01B:
(i) a duly completed U.S. Perfection Certificate signed by Holdingsthe Company;
(ii) Uniform Commercial Code financing statements naming each U.S. Loan Party as debtor and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included Administrative Agent as secured party in appropriate form for filing in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent jurisdiction of incorporation or formation of each such Equity Interests are evidenced by certificates and/or such other documents of title); andU.S. Loan Party;
(iii) certificates representing all certificated Equity Interests owned directly by any U.S. Loan Party to the extent pledged (and required to be delivered) under the U.S. Guarantee and Security Agreement together with stock powers executed counterparts in blank;
(iv) all notes, chattel paper and instruments owned by any U.S. Loan Party to the extent pledged (and required to be delivered) pursuant to the U.S. Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer;
(v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Collateral Documents identified on Schedule 4.01(b)U.S. Loan Parties registered with such offices and listed in the U.S. Perfection Certificate and constituting Collateral.
(c) The Administrative Agent (or its counsel) shall have received from the Euro Borrower a counterpart of the documents listed on Exhibit E under the heading “Foreign Security Documents” signed on behalf of the Euro Borrower or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01(b) of a signed signature page of any such document) that such party has signed a counterpart of such documents, together with all documents required to be delivered thereunder on or prior to the Effective Date.
(d) Substantially concurrently with initial borrowings hereunder, the Acquisition shall have closed in all material respects in accordance with the terms of the Acquisition Agreement and the Administrative Agent shall have received a certified copy of the Acquisition Agreement, the material provisions of which shall not have been waived or amended (other than such waivers or amendments as are not, taken as a whole, materially adverse to the Lenders) without consent of the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, including certification by a President, a Vice President or a Financial Officer of the Company that such documents are in full force and effect as of the Effective Date and that, to the knowledge of such officer, there has not been such a waiver of any conditions to the obligations of the Company thereunder to consummate the Acquisition.
(e) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx Mxxxx LLP, special New York counsel to the Loan PartiesCompany substantially in the form of Exhibit B-1 and Kxxxxxx Xxxxxxx, (ii) Xxxxxxx X. Esq. and Pxxx Xxxxx, Vice President Esq., corporate counsels to the Company substantially in the form of Exhibit B-2, and Senior Legal Counsel of Holdings and (iii) each of the from local counsel set forth on Schedule 4.01(c), concerning to the Transaction Obligors Company and the Loan Documents, Guarantors in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice West Virginia and Vermont in form and substance reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion.
(df) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.counsel and as further described in the list of closing documents attached as Exhibit E.
(eg) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the BorrowersCompany, Holdings confirming that the Specified Representations are true and each Transaction Obligor as correct on the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyEffective Date.
(fh) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under for borrowed money of the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, Company and its Subsidiaries (other than Indebtedness permitted by Section 6.01) and all other amounts payable thereunder hereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.
(gi) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Company and its Restricted Subsidiaries (taken as a whole) on the Closing Effective Date after giving effect to the Transactions, from a Financial Officer of Holdingsthe Company.
(hj) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(ik) The Lenders shall have received on or prior to the Effective Date all documentation and other information reasonably requested in writing by them at least five business days prior to the Effective Date in order to allow the Lenders to comply with the USA PATRIOT Act.
(l) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Company hereunder.
(j) . The Administrative Agent shall have received Notes executed by notified the Borrowers in favor of each Lender requesting Notes at least five Business Days prior to Company and the Closing Date.
(k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any Lenders of the Loan Documents or the Facilities.
(m) The Administrative Agent shall have received as soon as available Effective Date on October 2, 2007, and in any event within 45 days after the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) notice shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing Dateconclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Mylan Inc.)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Effective Date are was subject to each of the following conditions being each of which was satisfied on or prior to the Closing Effective Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto to the Original Credit Agreement either (iA) a counterpart of this the Original Credit Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent that such party signed a counterpart of the Original Credit Agreement.
(b) The Administrative Agent (or its counsel) shall have received from each U.S. Loan Party either (A) a counterpart of the Pledge and Security Agreement and, except in the case of the Borrower, the Guaranty signed on behalf of such U.S. Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.019.01(b) of a signed signature page of the Pledge and Security Agreement and, except in the case of the Borrower, the Guaranty) that such party has signed a counterpart of this Agreementthe Pledge and Security Agreement and, except in the case of the Borrower, the Guaranty, together with:
(i) Uniform Commercial Code financing statements naming each U.S. Loan Party as debtor and the Administrative Agent as secured party in appropriate formfor filing in the jurisdiction of incorporation or formation of each such U.S. Loan Party;
(ii) certificates representing all certificated Equity Interests owned directly by any U.S. Loan Party to the extent pledged (and required to be delivered) under the Pledge and Security Agreement together with stock powers executed in blank; and
(iii) all notes, chattel paper and instruments owned by any U.S. Loan Party to the extent pledged (and required to be delivered) pursuant to the Pledge and Security Agreement duly endorsed in blank or with appropriate instruments of transfer.
(bc) The Administrative Agent (or its counsel) shall have received from each initial Foreign Guarantor either (iA) a counterpart of the Guarantee Pledge and Security Agreement and Guaranty signed on behalf of such Loan Party Foreign Guarantor or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 9.01(b) of a signed signature page of the Guarantee AgreementPledge and Security Agreement and Guaranty) that such party has signed a counterpart of the Guarantee Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdings;
(ii) Uniform Commercial Code financing statements Pledge and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent such Equity Interests are evidenced by certificates and/or such other documents of title); and
(iii) executed counterparts of the Collateral Documents identified on Schedule 4.01(b)Security Agreement and Guaranty.
(cd) Substantially concurrently with initial borrowings hereunder, the purchase of membership interests of Parent shall have been consummated in all material respects in accordance with the terms of the GM Stock Purchase Agreement.
(e) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine Shearman & Xxxxx Sterling LLP, special New York and United Kingdom counsel to the Loan PartiesBorrower, (ii) Xxxxxxx Xxxx X. XxxxxXxxxxxxx, Vice President and Senior Legal Counsel of Holdings and corporate counsel to the Borrower, (iii) each of the CMS Xxxxxxx XxXxxxx LLP, local counsel set forth on Schedule 4.01(c), concerning to the Transaction Obligors Borrower and the Loan DocumentsGuarantors in the United Kingdom and (iv) Xxxxx & Xxxxx LLP, local counsel to the Borrower and the Guarantors in Luxembourg, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions.
(df) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transaction and any other legal matters relating to such Loan Parties, the Loan Documents or the TransactionsTransaction, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(eg) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the BorrowersBorrower, Holdings confirming that the representations and each Transaction Obligor as conditions set forth in Section 4.02 of the Administrative Agent may reasonably require evidencing Original Credit Agreement are satisfied on the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyEffective Date.
(fh) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, hereunder (i) all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, Agreement was repaid and all Liens securing obligations thereunder such Indebtedness shall have been releasedreleased and (ii) the Borrower shall have provided a notice of redemption with respect to the Existing Senior Subordinated Notes to the administrative agent for the Existing Senior Subordinated Notes and shall have deposited with the administrative agent for the Existing Senior Subordinated Notes funds sufficient to redeem such Existing Senior Subordinated Notes.
(gi) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Effective Date after giving effect to the TransactionsTransaction, from a Financial Officer of Holdingsthe Borrower.
(hj) The Administrative Agent shall have received copies of a recent UCC Lien and judgment search searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(ik) The Lenders shall have received on or prior to the Effective Date all documentation and other information reasonably requested in writing by them prior to the Effective Date in order to allow the Lenders to comply with the USA PATRIOT Act.
(l) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower hereunder.
(j) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Lender requesting Notes at least five Business Days prior to the Closing Date.
(k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities.
(m) The Administrative Agent shall have received as soon as available and in any event within 45 days after the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing Date.
Appears in 1 contract
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(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 reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent (or its counsel) shall have received from each initial Guarantor either (i) a counterpart of the Guarantee Agreement signed on behalf of such Loan Party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdings;
(ii) Uniform Commercial Code financing statements and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent such Equity Interests are evidenced by certificates and/or such other documents of title); and
(iii) executed counterparts of the Collateral Documents identified on Schedule 4.01(b).
(c) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors Loan Parties and the Loan Documents, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other Loan Parties, the authorization of the Transactions, to the extent applicable, and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.
(g) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.
(j) The Administrative Agent shall have received Notes executed by the Borrowers in favor of each Lender requesting Notes at least five Business Days prior to the Closing Date.
(k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities.
(m) The Administrative Agent shall have received as soon as available and in any event within 45 days after the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Genpact LTD)
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are were subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (iA) a counterpart of this the Original Credit Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this the Original Credit Agreement.;
(b) The Administrative Agent (or its counsel) shall have received from each initial Guarantor either (iA) a counterpart of the Guarantee Agreement signed on behalf of such Loan Party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdingsthe Borrower;
(ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent such Equity Interests are evidenced by certificates and/or such other documents of title)Administrative Agent as secured party; and
(iii) the (a) U.S. Pledge Agreement, duly executed counterparts of and delivered by the Collateral Documents Borrower, the Subsidiaries specified therein and the Administrative Agent, together with any certificates identified on Schedule 4.01(b)therein accompanied by undated stock powers executed in blank, (b) the Luxembourg Equity Pledge Agreement, executed and delivered by the Borrower, (c) the Luxembourg PEC Pledge Agreement, executed and delivered by the Borrower, and (d) the Barbados Charge over Shares, duly executed and delivered by Borrrower. In addition, the Borrower shall have taken such other action as the Administrative Agent shall have reasonably requested in order to perfect the security interests created pursuant to the Foreign Pledge Agreements.
(c) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx Xxxxxxx LLP, special New York U.S. counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Vice President and Senior Legal Counsel of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors and the Loan Documents, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and Borrower in form and substance reasonably satisfactory to the Administrative Agent., (ii) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the Borrower in form reasonably satisfactory to the Administrative Agent, and (iii) Haridyal, Barbados counsel to the Borrower in form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, Holdings and the other initial Loan Parties, the authorization of the Transactions, to the extent applicable, Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.;
(e) The Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.
(f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder hereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.;
(gf) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.the Borrower;
(hg) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.;
(h) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing delivered to the Administrative Agent by them at least five business days prior to the Closing Date in order to allow the Lenders to comply with the Act;
(i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower hereunder.;
(j) The Administrative Agent shall have received Notes executed by the Borrowers Borrower in favor of each Lender requesting Notes at least five Business Days prior to the Closing Date.;
(k) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party 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;
(l) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and each the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
(l) Each Finance Party’s receipt of such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the Act, in connection with any of the Loan Documents or the Facilities.; and
(m) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as soon as available and in any event within 45 days after the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning of the most recently completed fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year, for Holdings. Financial statements required to be delivered pursuant to this Section 4.01(m) shall be deemed to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing DateAdministrative Agent reasonably may require.
Appears in 1 contract
Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(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 reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent (or its counsel) shall have received from each initial Guarantor either (i) a counterpart of the Guarantee Agreement signed on behalf of such Loan Party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement, together with:
(i) a duly completed Perfection Certificate signed by Holdings;
(ii) Uniform Commercial Code financing statements and certificated securities and/or (if applicable) other documents of title evidencing the Equity Interests of the Borrowers and/or other Subsidiaries of Holdings that are to be included in the Collateral under the Collateral Documents specified in Schedule 4.01(b) (to the extent such Equity Interests are evidenced by certificates and/or such other documents of title); and
(iii) executed counterparts of the Collateral Documents identified on Schedule 4.01(b).
(c) The Administrative Agent (or its counsel) shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, (ii) Xxxxxxx X. Xxxxx, Senior Vice President President, General Counsel and Senior Legal Counsel Secretary of Holdings and (iii) each of the local counsel set forth on Schedule 4.01(c), concerning the Transaction Obligors Loan Parties and the Loan Documents, in each case, as applicable in the jurisdiction in which such local counsel is admitted to practice and in form and substance reasonably satisfactory to the Administrative AgentAgent and addressed to the Administrative Agent and the Lenders.
(d) The Administrative Agent (or its counsel) shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and and, to the extent the concept is applicable in such jurisdiction, good standing of the Borrowers, Holdings and the other Loan Parties, the authorization of the Transactions, to the extent applicable, and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent (or its counsel) shall have received such incumbency certificates and/or other certificates of Authorized Representatives of each of the Borrowers, Holdings and each Transaction Obligor Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party.
(f) The Administrative Agent (or its counsel) shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder have been paid in full, full and all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released.
(g) The Administrative Agent (or its counsel) shall have received a certificate attesting to the Solvency of Holdings and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Holdings.
(h) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.
(i) The Administrative Agent and the Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.
(ji) The Administrative Agent (or its counsel) shall have received Notes executed by the Borrowers in favor of each Lender requesting Notes at least five (5) Business Days prior to the Closing Date.
(kj) The Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of Holdings and each Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied.
(li) Each Finance Party’s receipt of Party shall have received such documents and other information (as such Finance Party may have requested through the Administrative Agent at least five (5) Business Days prior to the Closing Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the PATRIOT Act, in connection with any of the Loan Documents or the FacilitiesFacilities and (ii) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the applicable Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such 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).
(ml) The Administrative Agent shall have received as soon as available and in any event within 45 days after a Borrowing Request.
(m) Since the end of each fiscal quarter ending subsequent to the fiscal year 2011 for Holdings and ending at least 45 days prior to the Closing Date, unaudited consolidated statements of financial condition or balance sheets and related statements of income or operations and cash flows of Holdings for such fiscal quarter, for the period elapsed from the beginning date of the most recently completed fiscal year to Audited Financial Statements, there has been no event or circumstance, either individually or in the end of such fiscal quarter and for the comparable periods of the preceding fiscal yearaggregate, for Holdings. Financial statements required to that has had or could reasonably be delivered pursuant to this Section 4.01(m) shall be deemed expected to have been delivered if such statements have been filed in Form 10-Q on the SEC’s website pursuant to the XXXXX system on or prior to the Closing Datea Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Genpact LTD)
