Initial Obligations. The obligation of the Lender to make the initial Loans is conditioned on the Lender receiving, prior to or on the date of the Lender’s first extension of credit, each of the following items in form, detail and content reasonably satisfactory to the Lender and its counsel: (a) the executed Revolving Credit Note and Term Note; (b) the executed Negative Pledge Agreement; (c) to the extent any Revolving Loans are being borrowed, an executed Loan/Rate Conversion Request; (d) a certificate of the secretary or an assistant secretary of the Company certifying (i) an attached complete and correct copy of its bylaws; (ii) an attached complete and correct copy of resolutions duly adopted by the Company’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) an attached complete and correct copy of its articles of incorporation and certification that its articles of incorporation or charter have not been amended since the date of the last date of amendment thereto indicated on the certificate of the secretary of state; (iv) as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a cer-tification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (v) that there are no material Liens of record on the Property of the Company or any Bank Subsidiary other than Permitted Liens; (e) an opinion of counsel for the Company in form and substance reasonably satisfactory to the Lender and its counsel; (f) certificates of status or good standing for the Company issued by the Office of the Secretary of State of incorporation or organization and certified copies of the Articles of Organization for the Company, all issued by the Office of the Secretary of State of incorporation within thirty (30) days of the date hereof; (g) the Company shall have paid an upfront commitment fee for the Term Loan equal to $75,000, including any portion of such fee paid prior to closing; and (h) there shall not exist any Default or Event of Default under Section 5.10 of this Agreement; (i) Lender shall have received (i) audited financial statements of the Company and BHB for the prior three completed fiscal years ended at least 90 days prior to the date of this Agreement; and (ii) unaudited financial statements of the Company and BHB for each subsequent fiscal quarter ended at least 45 days prior to the date of this Agreement; (j) there shall not have occurred, after December 31, 2017, any change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect (as defined in the BHB Merger Agreement) with respect to the Company and its Subsidiaries; (k) Lender shall have received a copy of the definitive BHB Merger Agreement. The terms of the BHB Merger Agreement shall be reasonably satisfactory to Lender (it being acknowledged that the “execution copy” version of the BHB Merger Agreement received by counsel to Lender and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to Lender). (l) the BHB Merger shall have been consummated, or is scheduled to be consummated within ten (10) Business Days following the initial borrowing under this Agreement, in accordance with the BHB Merger Agreement in all material respects, and no provision of the BHB Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consent thereunder) in a manner materially adverse to Lender without the consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned); (m) Lender shall have received all such information as is reasonably requested by Lender to the extent necessary for Lender to comply with anti-money laundering laws and regulations; (n) all governmental and shareholder approvals necessary to consummate the BHB Merger shall have been obtained; (o) the representations of the Company contained in Sections 3.1 and 3.3 of this Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier); and (p) the Merger Agreement Representations shall be true and correct in all material respects. For purposes of this condition, the “Merger Agreement Representations” shall mean the representations made by or on behalf of BHB and/or Blue Hills Bank in the BHB Merger Agreement as are material to the interests of Lender, but only to the extent that the Company has the right to terminate their respective obligations under the BHB Merger Agreement (or decline to consummate the BHB Merger) as a result of a breach of such representations.
Appears in 1 contract
Initial Obligations. The In addition to the terms and conditions otherwise contained herein, the obligation of the Lender Lenders to make the initial Loans or incur any Obligation is conditioned on the Lender Agent receiving, prior to or on the date of the any Lender’s 's first extension of credit, each of the following items in form, detail and content reasonably satisfactory to the Lender Agent and its counsel:
(a) the executed Revolving Credit Note and Term NoteNotes;
(b) evidence to show that financing statements have been filed in any jurisdiction where such filing is necessary to perfect the executed Negative security interests of the Agent created by the Pledge Agreement;
(c) to the extent any Revolving Loans are being borrowed, an executed Loan/Rate Conversion Request;
(d) a certificate of the secretary or an assistant secretary of the Company Company, certifying (i) an attached complete and correct copy of its bylaws; (ii) an attached complete and correct copy of resolutions duly adopted by the Company’s its board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) an attached complete and correct copy of its articles of incorporation and certification that its articles of incorporation or charter have not been amended since the date of the last date of amendment thereto indicated on the certificate of the secretary of state; and (iv) as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a cer-tification certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (v) that there are no material Liens of record on the Property of the Company or any Bank Subsidiary other than Permitted Liens;
(ed) an the opinion of counsel for the Company in form and substance reasonably satisfactory substantially similar to the Lender and its counselform in Exhibit 4.2(d);
(fe) certificates of status or good standing for the Company issued by the Office of the Secretary of State of incorporation or organization and the respective states in which the principal places of business of each is located, and from all states in which the activities of such Persons require them to be qualified and/or licensed to do business and where failure to be so qualified and/or licensed would have a material adverse effect on the Company and certified copies of the Articles of Organization Incorporation for the Company, all issued by the Office of the Secretary of State of incorporation within thirty (30) 30 days of the date hereof;
(f) evidence that there are no Liens of record on the Property other than Permitted Liens (including UCC information searches in the names of the Company, and each of its Subsidiaries of the filing records in the offices of the Georgia Secretary of State and Union County, Georgia);
(g) the Company shall have paid an upfront commitment fee for the Term Loan equal to $75,000, including any portion of such fee paid prior to closing; andexecuted Pledge Agreement;
(h) there shall not exist any Default or Event of Default under Section 5.10 of this the Collateral subject to the Pledge Agreement, together with stock powers executed in blank;
(i) Lender shall have received (i) audited financial statements of the Company and BHB for the prior three completed fiscal years ended at least 90 days prior to the date of this executed Intercreditor Agreement; and (ii) unaudited financial statements of the Company and BHB for each subsequent fiscal quarter ended at least 45 days prior to the date of this Agreement;and
(j) there shall not have occurred, after December 31, 2017, any change or development or combination certificates of changes or developments which, individually or insurance evidencing that the Agent has been named as a lender loss payee and/or mortgagee under the insurance policies required to be carried under this Agreement together with a Lender's Loss Payable endorsement in the aggregate, has had or is reasonably expected to have a Material Adverse Effect (as defined in the BHB Merger Agreement) with respect to the Company and its Subsidiaries;
(k) Lender shall have received a copy favor of the definitive BHB Merger Agreement. The terms of the BHB Merger Agreement shall be reasonably satisfactory to Lender (it being acknowledged that the “execution copy” version of the BHB Merger Agreement received by counsel to Lender and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to Lender)Agent.
(l) the BHB Merger shall have been consummated, or is scheduled to be consummated within ten (10) Business Days following the initial borrowing under this Agreement, in accordance with the BHB Merger Agreement in all material respects, and no provision of the BHB Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consent thereunder) in a manner materially adverse to Lender without the consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned);
(m) Lender shall have received all such information as is reasonably requested by Lender to the extent necessary for Lender to comply with anti-money laundering laws and regulations;
(n) all governmental and shareholder approvals necessary to consummate the BHB Merger shall have been obtained;
(o) the representations of the Company contained in Sections 3.1 and 3.3 of this Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier); and
(p) the Merger Agreement Representations shall be true and correct in all material respects. For purposes of this condition, the “Merger Agreement Representations” shall mean the representations made by or on behalf of BHB and/or Blue Hills Bank in the BHB Merger Agreement as are material to the interests of Lender, but only to the extent that the Company has the right to terminate their respective obligations under the BHB Merger Agreement (or decline to consummate the BHB Merger) as a result of a breach of such representations.
Appears in 1 contract
Initial Obligations. The In addition to the terms and conditions otherwise contained herein, the obligation of the Lender to make the initial Loans any Loan or incur any Obligation is conditioned on the Lender receiving, prior to or on the date of the Lender’s first extension of credit, each of the following items in form, detail and content reasonably satisfactory to the Lender and its counsel:
(a) the executed Revolving Credit Note and Term Note;
(b) the executed Negative Pledge Agreement;
(c) to the extent any Revolving Loans are being borrowed, an executed Loan/Rate Conversion Request;
(d) a certificate of the secretary or an assistant secretary of the Company Company, and each of its Subsidiaries certifying (i) an attached complete and correct copy of its bylaws; (ii) an attached complete and correct copy of resolutions duly adopted by the Company’s its board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) an attached complete and correct copy of its articles of incorporation and certification that its articles of incorporation or charter have not been amended since the date of the last date of amendment thereto indicated on the certificate of the secretary of state; and (iv) as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a cer-tification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (v) that there are no material Liens of record on the Property of the Company or any Bank Subsidiary other than Permitted Liens;
(ec) an the opinion of internal counsel for the Company in form and substance reasonably satisfactory to the Lender and its counsel;
(fd) certificates of status or good standing for the Company issued by the Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Company's principal place of business is located, and certified copies of the Articles of Organization Incorporation for the Company, all issued by the Office of the Secretary of State of incorporation within thirty (30) days of the date hereof;
(g) the Company shall have paid an upfront commitment fee for the Term Loan equal to $75,000, including any portion of such fee paid prior to closing; and
(he) there shall not exist any Default or Event of Default under Section 5.10 of this Agreement;
(i) Lender shall have received (i) audited financial statements of the Company and BHB for the prior three completed fiscal years ended at least 90 days prior to the date of this Agreement; and (ii) unaudited financial statements of the Company and BHB for each subsequent fiscal quarter ended at least 45 days prior to the date of this Agreement;
(j) there shall not have occurred, after December 31, 2017, any change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect (as defined in the BHB Merger Agreement) with respect to the Company and its Subsidiaries;
(k) Lender shall have received a copy of the definitive BHB Merger Agreement. The terms of the BHB Merger Agreement shall be reasonably satisfactory to Lender (it being acknowledged that the “execution copy” version of the BHB Merger Agreement received by counsel to Lender and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to Lender)Default.
(l) the BHB Merger shall have been consummated, or is scheduled to be consummated within ten (10) Business Days following the initial borrowing under this Agreement, in accordance with the BHB Merger Agreement in all material respects, and no provision of the BHB Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consent thereunder) in a manner materially adverse to Lender without the consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned);
(m) Lender shall have received all such information as is reasonably requested by Lender to the extent necessary for Lender to comply with anti-money laundering laws and regulations;
(n) all governmental and shareholder approvals necessary to consummate the BHB Merger shall have been obtained;
(o) the representations of the Company contained in Sections 3.1 and 3.3 of this Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier); and
(p) the Merger Agreement Representations shall be true and correct in all material respects. For purposes of this condition, the “Merger Agreement Representations” shall mean the representations made by or on behalf of BHB and/or Blue Hills Bank in the BHB Merger Agreement as are material to the interests of Lender, but only to the extent that the Company has the right to terminate their respective obligations under the BHB Merger Agreement (or decline to consummate the BHB Merger) as a result of a breach of such representations.
Appears in 1 contract
Initial Obligations. The In addition to the terms and conditions otherwise contained herein, the obligation of the Lender to make the initial Loans any Loan or incur any Obligation is conditioned on the Lender receiving, prior to or on the date of the Lender’s first extension of credit, each of the following items in form, detail and content reasonably satisfactory to the Lender and its counsel:
(a) the executed Revolving Credit Note and Term Note;
(b) the executed Negative Pledge Agreement;
(c) to the extent any Revolving Loans are being borrowed, an executed Loan/Rate Conversion Request;
(d) a certificate of the secretary or an assistant secretary of the Company Company, and each of its Subsidiaries certifying (i) an attached complete and correct copy of its bylaws; (ii) an attached complete and correct copy of resolutions duly adopted by the Company’s its board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) an attached complete and correct copy of its articles of incorporation and certification that its articles of incorporation or charter have not been amended since the date of the last date of amendment thereto indicated on the certificate of the secretary of state; and (iv) as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a cer-tification certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (v) that there are no material Liens of record on the Property of the Company or any Bank Subsidiary other than Permitted Liens;
(ec) an the opinion of internal counsel for the Company in form and substance reasonably satisfactory to the Lender and its counsel;
(fd) certificates of status or good standing for the Company issued by the Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Company’s principal place of business is located, and certified copies of the Articles of Organization Incorporation for the Company, all issued by the Office of the Secretary of State of incorporation within thirty (30) days of the date hereof;
(g) the Company shall have paid an upfront commitment fee for the Term Loan equal to $75,000, including any portion of such fee paid prior to closing; and
(he) there shall not exist any Default or Event of Default under Section 5.10 of this Agreement;
(i) Lender shall have received (i) audited financial statements of the Company and BHB for the prior three completed fiscal years ended at least 90 days prior to the date of this Agreement; and (ii) unaudited financial statements of the Company and BHB for each subsequent fiscal quarter ended at least 45 days prior to the date of this Agreement;
(j) there shall not have occurred, after December 31, 2017, any change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect (as defined in the BHB Merger Agreement) with respect to the Company and its Subsidiaries;
(k) Lender shall have received a copy of the definitive BHB Merger Agreement. The terms of the BHB Merger Agreement shall be reasonably satisfactory to Lender (it being acknowledged that the “execution copy” version of the BHB Merger Agreement received by counsel to Lender and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to Lender)Default.
(l) the BHB Merger shall have been consummated, or is scheduled to be consummated within ten (10) Business Days following the initial borrowing under this Agreement, in accordance with the BHB Merger Agreement in all material respects, and no provision of the BHB Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consent thereunder) in a manner materially adverse to Lender without the consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned);
(m) Lender shall have received all such information as is reasonably requested by Lender to the extent necessary for Lender to comply with anti-money laundering laws and regulations;
(n) all governmental and shareholder approvals necessary to consummate the BHB Merger shall have been obtained;
(o) the representations of the Company contained in Sections 3.1 and 3.3 of this Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier); and
(p) the Merger Agreement Representations shall be true and correct in all material respects. For purposes of this condition, the “Merger Agreement Representations” shall mean the representations made by or on behalf of BHB and/or Blue Hills Bank in the BHB Merger Agreement as are material to the interests of Lender, but only to the extent that the Company has the right to terminate their respective obligations under the BHB Merger Agreement (or decline to consummate the BHB Merger) as a result of a breach of such representations.
Appears in 1 contract
Initial Obligations. The In addition to the terms and conditions otherwise contained herein, the obligation of the Lender to make the initial Loans any Loan or incur any Obligation is conditioned on the Lender receiving, prior to or on the date of the Lender’s first extension of credit, each satisfaction of the following conditions precedent, and for conditions (a) through (e) below, Lender receiving the specified items in form, detail and content reasonably satisfactory to the Lender and its counsel:
(a) the executed Revolving Credit Note and Term Note;
(b) the executed Negative Pledge Agreement;
(c) to the extent any Revolving Loans are being borrowed, an executed Loan/Rate Conversion Request;
(d) a certificate of the secretary or an assistant secretary of the Company Company, and each of its Bank Subsidiaries certifying (i) an attached complete and correct copy of its bylaws; (ii) an attached complete and correct copy of resolutions duly adopted by the Company’s its board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) an attached complete and correct copy of its articles of incorporation and certification that its articles of incorporation or charter have not been amended since the date of the last date of amendment thereto indicated on the certificate of the secretary of state; and (iv) as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a cer-tification certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (v) that there are no material Liens of record on the Property of the Company or any Bank Subsidiary other than Permitted Liens;
(ec) an the opinion of counsel for the Company in form and substance reasonably satisfactory to the Lender and its counsel;
(fd) certificates of status or good standing for the Company issued by the Office Michigan Department of Licensing and Regulatory Affairs, in which the Secretary Company's principal place of State of incorporation or organization business is located, and certified copies of the Articles of Organization Incorporation for the Company, all issued by the Office Michigan Department of the Secretary of State of incorporation Licensing and Regulatory Affairs within thirty (30) days of the date hereof;
(ge) certification that there are no (i) Material Liens of record on the Property of the Company shall have paid an upfront commitment fee for only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Term Loan equal to $75,000, including Property of any portion of such fee paid prior to closing; andBank Subsidiary other than Permitted Liens;
(hf) there shall not exist on any Default or Event of Default under Section 5.10 of this AgreementDefault;
(ig) Lender shall have received (i) audited financial statements all of the Company representations and BHB for the prior three completed fiscal years ended at least 90 days prior to the date of this Agreement; and (ii) unaudited financial statements of the Company and BHB for each subsequent fiscal quarter ended at least 45 days prior to the date of this Agreement;
(j) there shall not have occurred, after December 31, 2017, any change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect (as defined in the BHB Merger Agreement) with respect to the Company and its Subsidiaries;
(k) Lender shall have received a copy of the definitive BHB Merger Agreement. The terms of the BHB Merger Agreement shall be reasonably satisfactory to Lender (it being acknowledged that the “execution copy” version of the BHB Merger Agreement received by counsel to Lender and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to Lender).
(l) the BHB Merger shall have been consummated, or is scheduled to be consummated within ten (10) Business Days following the initial borrowing under this Agreement, in accordance with the BHB Merger Agreement in all material respects, and no provision of the BHB Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consent thereunder) in a manner materially adverse to Lender without the consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned);
(m) Lender shall have received all such information as is reasonably requested by Lender to the extent necessary for Lender to comply with anti-money laundering laws and regulations;
(n) all governmental and shareholder approvals necessary to consummate the BHB Merger shall have been obtained;
(o) the representations warranties of the Company contained in Sections 3.1 and 3.3 of this Agreement shall be and the other Related Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to on such materiality qualifier)purchase date; and
(ph) the Merger Agreement Representations shall be true and correct Lender is satisfied in all material respects. For purposes of this conditionits sole discretion that there has been no Material Adverse Effect since December 31, the “Merger Agreement Representations” shall mean the representations made by or on behalf of BHB and/or Blue Hills Bank in the BHB Merger Agreement as are material to the interests of Lender, but only to the extent that the Company has the right to terminate their respective obligations under the BHB Merger Agreement (or decline to consummate the BHB Merger) as a result of a breach of such representations2013.
Appears in 1 contract
