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 either (A) a counterpart of this Agreement signed on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) Xxxxxx, Xxxxx & Bockius LLP, special Pennsylvania counsel to the Borrower, and (iii) NautaDutilh N.V., special Dutch counsel to the Parent, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions; (c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the Parent, the authorization of the Transactions and any other legal matters relating to the Borrower, the Parent, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated; (e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Parent; (f) (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 two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (g) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mylan N.V.), Revolving Credit Agreement (Mylan N.V.)
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 (A) a counterpart of this Agreement signed on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) and Xxxxxxxxxxx X. Xxxxxx, Xxxxx & Bockius LLPEsq., special Pennsylvania corporate counsel to the Borrower, and (iii) NautaDutilh N.V., special Dutch counsel to the Parent, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinionsopinion;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentBorrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Parent, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder hereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the ParentBorrower;
(f) (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 two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationAct;
(g) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;
(h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and;
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), that there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause ;
(cj) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from evidence reasonably satisfactory to it that all guarantees of the Borrower’s existing debt securities by the Borrower’s Domestic Subsidiaries will be released on the Closing Date.
(k) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Issuing Bank, the Swingline Lender prior to or the proposed Closing Date specifying its objection theretoRequired Lenders reasonably may require.
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 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 either (A) a counterpart of this Agreement signed on behalf of such party or (B) 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 (A) a counterpart of the Guarantee Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 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 the Borrower;
(ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party; and
(iii) the (a) U.S. Pledge Agreement, duly executed and delivered by the Borrower, the Subsidiaries specified therein and the Administrative Agent, together with any certificates identified 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 Borrower, Borrower in form reasonably satisfactory to the Administrative Agent, (ii) XxxxxxXxxxxxxx Xxxxxx XXX, Xxxxx & Bockius LLP, special Pennsylvania Xxxxxxxxxx counsel to the Borrower, and (iii) NautaDutilh N.V., special Dutch counsel to the Parent, each Borrower in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such , and (iii) Haridyal, Barbados counsel to deliver such opinionsthe Borrower in form reasonably satisfactory to the Administrative Agent;
(cd) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the Parentinitial Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Parentsuch Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(de) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement Agreement, except for Existing Letters of Credit under the Existing Credit Agreement, and all other amounts payable thereunder hereunder have been paid in full and full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released;
(ef) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the ParentBorrower;
(fg) 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;
(ih) 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 two five business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationAct;
(gi) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;
(hj) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three five Business Days prior to the Closing Date; and;
(ik) 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 the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and satisfied; and
(Bm) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from such Lender prior to other assurances, certificates, documents, consents or opinions as the proposed Closing Date specifying its objection theretoAdministrative 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 (i) each party hereto either (A) a counterpart of this Agreement signed duly executed and delivered by or on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to Borrower and the Administrative AgentLoan Parties, (ii) Xxxxxx, Xxxxx & Bockius LLP, special Pennsylvania counsel to the BorrowerBorrower and the Loan Parties, and (iii) NautaDutilh N.V., special Dutch counsel to the ParentBorrower and the Loan Parties, in each case in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentLoan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, Borrower and the ParentLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans Credit Events hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the TransactionsTransactions in or substantially in the form attached as Exhibit H hereto, from a Financial Officer of the ParentBorrower;
(f) (i) The Lenders shall have received on Upon the reasonable request of the Administrative Agent or any Lender made at least ten days prior to the Closing Date all Date, the Borrower shall have provided to the Administrative Agent or such Lender the documentation and other information reasonably so requested in writing by them connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least two business five days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business five days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to the Administrative Agent and the Lenders a Beneficial Ownership Certification in relation to the Borrower;
(g) The All costs, fees, expenses (including legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent and or the Arrangers Lenders shall have received all fees and other amounts due and payable been paid on or prior to the Closing Date, includingin each case, to the extent invoiced, reimbursement required by the Fee Letters or payment of all reasonable out-of-pocket expenses required the Loan Documents to be reimbursed paid on or paid by prior to the Borrower hereunderClosing Date;
(h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and;
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections Section 4.02(a) and (bSection 4.02(b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(j) The Administrative Agent shall have received a Borrowing Request, duly completed and executed by the Borrower. Without limiting the generality of the provisions of the last sentence sub-clause (e)(v) of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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 (i) each party hereto thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the BorrowerMylan, in form reasonably satisfactory to the Administrative Agent, (ii) Xxxxxxand Xxxxxxx X. Xxxxxxx, Xxxxx & Bockius LLPEsq., special Pennsylvania counsel Associate General Counsel Securities to the BorrowerMylan, and (iii) NautaDutilh N.V., special Dutch counsel to the Parent, each in a form reasonably satisfactory to the Administrative Agent. The Borrower Mylan hereby requests such counsel to deliver such opinionsopinion;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentMylan, the authorization of the Transactions and any other legal matters relating to the Borrower, the ParentMylan, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder hereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent Mylan and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the ParentMylan;
(f) (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 two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationAct;
(g) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower Mylan hereunder;
(h) The Administrative Agent shall have received Notes executed by the Borrower Mylan in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower Mylan certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), that there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. .
(j) Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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 (i) each party hereto either (A) a counterpart of this Agreement signed duly executed and delivered by or on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx Moore LLP, special New York counsel to the Borrower, in form reasonably satisfactory to Borrower and the Administrative AgentLoan Parties, (ii) Xxxxxx, Xxxxx Parker Poe Adams & Bockius Bernstein LLP, special Pennsylvania counsel to the BorrowerBorrower and the Loan Parties, and (iii) NautaDutilh N.V., special Dutch counsel to the ParentBorrower and the Loan Parties, in each case in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentLoan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, Borrower and the ParentLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Parent;
(f) (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 two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation;
(g) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;
(h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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 from
(i) each party hereto either (A) a counterpart of this Agreement signed duly executed and delivered by or on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) CravathXxxxxxx, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to Borrower and the Administrative AgentLoan Parties, (ii) Xxxxxx, Xxxxx & Bockius Xxxxxxx LLP, special Pennsylvania counsel to the BorrowerBorrower and the Loan Parties, and (iii) NautaDutilh N.V., special Dutch counsel to the ParentBorrower and the Loan Parties, in each case in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentLoan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, Borrower and the ParentLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans Credit Events hereunder, all Indebtedness under the Existing ExistingOriginal Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the TransactionsTransactions in or substantially in the form attached as Exhibit H hereto, from a Financial Officer of the ParentBorrower;
(f) (i) The Lenders shall have received on Upon the reasonable request of the Administrative Agent or any Lender made at least ten days prior to the Closing Date all Date, the Borrower shall have provided to the Administrative Agent or such Lender the documentation and other information reasonably so requested in writing by them connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least two business five days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business five days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to the Administrative Agent and the Lenders a Beneficial Ownership Certification in relation to the Borrower;
(g) The All costs, fees, expenses (including legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent and or the Arrangers Lenders shall have received all fees and other amounts due and payable been paid on or prior to the Closing Date, includingin each case, to the extent invoiced, reimbursement required by the Fee Letters or payment of all reasonable out-of-pocket expenses required the Loan Documents to be reimbursed paid on or paid by prior to the Borrower hereunderClosing Date;
(h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and;
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections Section 4.02(a) and (bSection 4.02(b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(j) The Administrative Agent shall have received a Borrowing Request, duly completed and executed by the Borrower. Without limiting the generality of the provisions of the last sentence of sub-clause (ce)(v) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.clause
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 (i) each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) 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 shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) Xxxxxx, Xxxxx & Bockius LLP, special Pennsylvania counsel to the BorrowerClosing Date Guarantor, and (iii) NautaDutilh N.V., special Dutch counsel to the ParentBorrower, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions;
(c) 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 (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the ParentClosing Date Guarantor, the authorization of the Transactions and any other legal matters relating to the Borrower, the ParentClosing Date Guarantor, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Parent;
(f) (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 two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation;
(g) 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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;
(h) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; and
(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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