Common use of Initial Credit Events Clause in Contracts

Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Effective Date is subject to satisfaction of each of the following conditions on the Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent (or its counsel) shall have received from each Loan Party a counterpart of each Security Agreement and, except in the case of the Borrower, the Guaranty signed on behalf of such Loan Party, together with: (i) (i) certificates representing all the outstanding Equity Interests of each Subsidiary owned by any Loan Party (to the extent represented by certificates) as of the Effective Date (except that certificates representing shares of voting stock of a Foreign Subsidiary may be limited to 65% of the outstanding shares of voting stock of such Foreign Subsidiary) and (ii) promissory notes evidencing all intercompany Indebtedness owed to any Loan Party by the Borrower or any Subsidiary as of the Effective Date, in each case, to the extent pledged and required to be delivered by the Security Agreements, stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreements; (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are Liens listed on Schedule 6.02 or have been released; (iv) all other certificates, agreements, including Control Agreements, access agreements or instruments necessary to perfect the Liens intended to be created under the Security Agreements in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in and to the extent required by the Security Agreements); and (v) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby. (c) The Administrative Agent shall have received the executed legal opinions of (i) Holland & Xxxx LLP, counsel to the Borrower, and (ii) Squire, Xxxxxxx & Xxxxxxx (US) LLP, special New York counsel for Borrower, in each case, in form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (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 Loan Parties, the authorization of the Transaction and any other legal matters relating to the Loan Parties, the Loan Documents or the Transaction, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that the representations and conditions set forth in Section 4.02 are satisfied on the Effective Date. (f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder (i) all Indebtedness under the Existing Credit Agreement will be repaid, all commitments thereunder will be terminated and all Liens securing such Indebtedness shall have been released and (ii) the Borrower shall have given notice to redeem all of the Existing Preferred Stock to the holders thereof. (g) The Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the Transaction, from a Financial Officer of the Borrower. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information reasonably requested in writing by them no later than five (5) Business Days prior to the Effective Date in order to allow the Lenders to comply with the Patriot Act. (i) The Administrative Agent and the Arrangers shall have received, or will receive from the disbursement of the initial Loans, all fees and other amounts due and payable on or prior to the Effective Date that have been invoiced to the Borrower, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder that have been invoiced to Borrower no later than two (2) days before the date of the initial Loans, pursuant to invoices that are sufficiently detailed to describe the services provided and amounts owed in connection with such services.

Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit on the Effective Date is subject to satisfaction of each of the following conditions on the Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent (or its counsel) shall have received from each Loan Party a counterpart of each the Security Agreement and, except in the case of the Borrower, the Guaranty signed on behalf of such Loan Party, together with: (i) (ix) certificates representing all the outstanding Equity Interests of each Subsidiary owned by any Loan Party (to the extent represented by certificates) as of the Effective Date (except that certificates representing shares of voting stock Voting Stock of a Foreign Subsidiary may be limited to 65% of the outstanding shares of voting stock Voting Stock of such Foreign Subsidiary) and (iiy) promissory notes evidencing all intercompany Indebtedness owed to any Loan Party by the Borrower or any Subsidiary as of the Effective Date, in each case, to the extent pledged and required to be delivered by the Security AgreementsAgreement, stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security AgreementsAgreement; (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are Liens listed on Schedule 6.02 or have been released; (iv) all other certificates, agreements, including Control Agreements, access agreements or instruments necessary to perfect the Liens intended to be created under the Security Agreements Agreement in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in and to the extent required by the Security AgreementsAgreement); and (v) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby. (c) The Administrative Agent shall have received the executed legal opinions of (i) Holland & Xxxx LLP, counsel to the Borrower, and (ii) Squire, Xxxxxxx & Xxxxxxx Squire Xxxxxx Xxxxx (US) LLP, special New York counsel for Borrower, in each case, in form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (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 Loan Parties, the authorization of the Transaction Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the TransactionTransactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that the representations and conditions set forth in Section 4.02 are satisfied on the Effective Date. (f) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder (i) all Indebtedness under the Existing Credit Agreement will be repaid, all commitments thereunder will be terminated and all Liens securing such Indebtedness shall have been released and (ii) the Borrower (or the trustee for the holders of the Senior Notes, on the Borrower’s behalf) shall have given notice to redeem all of the Existing Preferred Stock Senior Notes to the holders thereof. (g) The Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the TransactionTransactions, from a Financial Officer of the Borrower. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information reasonably requested in writing by them no later than five (5) Business Days prior to the Effective Date in order to allow the Lenders to comply with the Patriot Act. (i) The Administrative Agent and the Arrangers shall have received, or will receive from the disbursement of the initial Loans, all fees and other amounts due and payable on or prior to the Effective Date that have been invoiced to the Borrower, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder that have been invoiced to Borrower no later than two (2) days before the date of the initial Loans, pursuant to invoices that are sufficiently detailed to describe the services provided and amounts owed in connection with such services. (j) The Administrative Agent shall have received a fully executed copy of the Hallmark Trademark License Agreement in the form provided to the Administrative Agent prior to the Effective Date.

Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Effective Date is shall be subject to satisfaction of each of the following conditions being satisfied (or waived in accordance with Section 9.02) on or prior to the Effective 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 partyparty 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 this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from each Loan Party initial Guarantor either (A) a counterpart of each Security the Guarantee Agreement and, except in the case of the Borrower, the Guaranty signed on behalf of such Loan PartyGuarantor or (B) written evidence 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 the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement. (c) [Reserved]. (d) Substantially concurrent with the 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: (i) (i) certificates representing with all material agreements, instruments and other documents delivered in connection therewith as the outstanding Equity Interests Administrative Agent shall reasonably request, including certification by a President, a Vice President or a Financial Officer of each Subsidiary owned by any Loan Party (to the extent represented by certificates) Company that such documents are in full force and effect as of the Effective Date (except that certificates representing shares of voting stock of a Foreign Subsidiary may be limited to 65% of the outstanding shares of voting stock of such Foreign Subsidiary) and (ii) promissory notes evidencing all intercompany Indebtedness owed to any Loan Party by the Borrower or any Subsidiary as of the Effective Date, in each casethat, to the extent pledged and required to be delivered by the Security Agreementsknowledge of such officer, stock powers and instruments there has not been such a waiver of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreements; (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, and evidence reasonably satisfactory conditions to the Administrative Agent that the Liens indicated by such financing statements are Liens listed on Schedule 6.02 or have been released; (iv) all other certificates, agreements, including Control Agreements, access agreements or instruments necessary to perfect the Liens intended to be created under the Security Agreements in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in and to the extent required by the Security Agreements); and (v) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer obligations of the Borrower, together with all attachments contemplated therebyCompany thereunder to consummate the Acquisition. (ce) The Administrative Agent shall have received the executed legal opinions of (i) Holland Cravath, Swaine & Xxxx LLP, counsel to the Borrower, and (ii) Squire, Xxxxxxx & Xxxxxxx (US) Mxxxx LLP, special New York counsel for Borrower, in each case, in form reasonably satisfactory to the Administrative AgentCompany, substantially in the form of Exhibit B-1 and from Kxxxxxx Xxxxxxx, Esq. and Pxxx Xxxxx, Esq., corporate counsels to the Company, substantially in the form of Exhibit B-2. The Borrower Company hereby requests such counsel to deliver such opinionsopinion. (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 initial Loan Parties, the authorization of the Transaction Transactions and any other legal matters relating to the such Loan Parties, the Loan Documents or the TransactionTransactions, 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 D. (eg) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the BorrowerCompany, confirming that the representations Specified Representations are true and conditions set forth in Section 4.02 are satisfied correct on the Effective Date. (fh) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder (i) the Borrower shall have received $4,110.0 million in gross cash proceeds from the borrowing under the Senior Secured Credit Agreement and (ii) all Indebtedness under for borrowed money of the Existing Credit Agreement will be repaidCompany and its Subsidiaries (other than Indebtedness permitted by Section 6.01) and all other amounts payable hereunder have been paid in full, all commitments to extend credit thereunder will be terminated shall have terminated, and all Liens securing such Indebtedness obligations thereunder shall have been released and (ii) the Borrower shall have given notice to redeem all of the Existing Preferred Stock to the holders thereofreleased. (gi) The Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower Company and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the TransactionTransactions, from a Financial Officer of the BorrowerCompany. (hj) The Lenders shall have received on or prior to the Effective Date all documentation and other information reasonably requested in writing by them no later than at least five (5) Business Days business days prior to the Effective Date in order to allow the Lenders to comply with the Patriot USA PATRIOT Act. (ik) The Administrative Agent and the Arrangers shall have received, or will receive from the disbursement of the initial Loans, received all fees and other amounts due and payable on or prior to the Effective Date that have been invoiced Date, including, to the Borrowerextent invoiced, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder that have been invoiced to Borrower no later than two (2) days before Company hereunder. The Administrative Agent shall notify the date Company and the Lenders of the initial LoansEffective Date, pursuant to invoices that are sufficiently detailed to describe the services provided and amounts owed in connection with such servicesnotice shall be conclusive and binding.