Related Transactions Documents. (a) All representations and warranties made by the Loan Parties in the Related Transactions Documents and, to the knowledge of the Loan Parties after due inquiry, all representations and warranties made by all other Persons in the Related Transactions Documents, are (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions) true and correct in all material respects on and as of the Third Restatement Date and on and as of the Acquisition Loans Funding Date, with respect to the Permitted Acquisitions being consummated on such date. No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) with respect to any of the Related Transactions Documents. The Borrower has delivered (or will deliver, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) to the Agent complete and correct copies of all Related Transactions Documents, including all schedules and exhibits thereto. The Related Transactions Documents set forth the entire agreements and understandings of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (b) On and as of the Third Restatement Date and on and as of the Acquisition Loans Funding Date, with respect to the Permitted Acquisitions being consummated on such date, all conditions precedent to the Related Transactions pursuant to the Related Transactions Documents have been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) fulfilled or (with the prior written consent of the Agent) waived, the Related Transactions Documents have not been (or will not be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) amended or otherwise modified (except as permitted by this Agreement), and there has been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) no breach of any material term or condition contained in the Related Transactions Documents. As of the Acquisition Loans Funding Date, the Borrower or other applicable Loan Party will have acquired and become the owner of all Property (including, without limitation, Capital Stock if applicable) contemplated to be acquired pursuant to the Permitted Acquisitions being consummated on such date, free and clear of any Liens, except Permitted Liens. (c) The fair market value of the assets being transferred by the Borrower and Wisco to Wisco III pursuant to the Reorganization Transaction does not exceed $28,000,000 as of the Third Restatement Date. All of such assets transferred pursuant to the Reorganization Transaction are being transferred expressly subject to the existing Liens in favor of the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders securing the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, and Wisco III is, concurrently herewith, granting Liens on such assets transferred to it to the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Related Transactions Documents. (a) All representations and warranties made by the Loan Parties in the Related Transactions Documents and, to the knowledge of the Loan Parties after due inquiry, all representations and warranties made by all other Persons in the such Related Transactions Documents, are (or will be, with respect to the Related Transactions Documents relating to the Permitted AcquisitionsPNG Acquisition) true and correct in all material respects on and as of the Third Restatement Date and on and as of the Acquisition Term Loans B Funding Date, with respect to the Permitted Acquisitions being consummated on such dateRelated Transactions Documents relating to the PNG Acquisition. No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the Permitted Acquisitions PNG Acquisition then being consummated) with respect to any of the such Related Transactions Documents. The Mail-Well and the Borrower has have delivered (or will deliver, with respect to the Related Transactions Documents relating to the Permitted Acquisitions PNG Acquisition then being consummated) to the Agent complete and correct copies of all such Related Transactions Documents, including all schedules and exhibits thereto. The Such Related Transactions Documents set forth the entire agreements and understandings of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.
(b) On and as of the Third Restatement Date and on and as of the Acquisition Term Loans B Funding Date, with respect to the Permitted Acquisitions PNG Acquisition then being consummated on such dateconsummated, all conditions precedent to the such Related Transactions pursuant to the Related Transactions Documents relating thereto have been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions PNG Acquisition then being consummated) fulfilled or (with the prior written consent of the Agent) waived, the such Related Transactions Documents have not been (or will not be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions PNG Acquisition then being consummated) amended or otherwise modified (except as permitted by this Agreement), and there has been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions PNG Acquisition then being consummated) no breach of any material term or condition contained in the such Related Transactions Documents. As of the Acquisition Term Loans B Funding Date, the Borrower or other applicable Loan Party will have acquired and become the owner of all of the Property (including, without limitation, Capital Stock if applicable) contemplated to be acquired pursuant to the Permitted Acquisitions being consummated PNG Acquisition Agreement on such date, free and clear of any Liens, except Permitted Liens.
(c) The fair market value of the assets being transferred by the Borrower and Wisco to Wisco III pursuant to the Reorganization Transaction does not exceed $28,000,000 as of the Third Restatement Date. All of such assets transferred pursuant to the Reorganization Transaction are being transferred expressly subject to the existing Liens in favor of the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders securing the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, and Wisco III is, concurrently herewith, granting Liens on such assets transferred to it to the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations.
Appears in 1 contract
Samples: Credit Agreement (Mail Well I Corp)
Related Transactions Documents. (a) All representations As of the Closing Date, Co-Borrowers have delivered to Administrative Agent complete and warranties made by the Loan Parties in correct copies of the Related Transactions Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). The total consideration payable to consummate the Tender Offer Acquisition inclusive of all fees and costs does not exceed the amount of the loan made by Existing Lenders to JRC and L&LR on the Tender Offer Borrowing Date as defined in and pursuant to the Existing Credit Agreement. The total consideration payable to consummate the Merger inclusive of all fees and costs will not exceed the amount of the loan made by Existing Lenders to JRC and L&LR on the Merger Borrowing Date as defined in and pursuant to the Existing Credit Agreement. No Co-Borrower party thereto and, to the knowledge of the Co-Borrowers, no other Person party thereto is in default in the performance or compliance with any provisions of any Related Transactions Documents. The Related Transactions Documents comply with, and the Tender Offer Acquisition and Merger have been or will be, prior to any Loan Parties after due inquiryhereunder, consummated in accordance with, all representations applicable laws. The Related Transactions Documents are in full force and warranties made effect, and have not been terminated, rescinded or withdrawn. All requisite approvals by all other Persons in Governmental Authorities having jurisdiction over any party thereto, with respect to the transactions contemplated by the Related Transactions Documents, are (have been or will be, with respect prior to any Loan hereunder, obtained and no such approvals impose any conditions to the consummation of the transactions contemplated by the Related Transactions Documents relating or to the Permitted Acquisitions) conduct by any Co-Borrower of its business thereafter. Each of the representations and warranties in, and given by each party to the Merger Agreement is true and correct in all material respects on and as of the Third Restatement Date and on and as of the Acquisition Loans Funding Date, with respect (except to the Permitted Acquisitions being consummated on extent that such representation or warranty expressly relates to an earlier date. No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) with respect to any of the Related Transactions Documents. The Borrower has delivered (or will deliver, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) to the Agent complete and correct copies of all Related Transactions Documents, including all schedules and exhibits thereto. The Related Transactions Documents set forth the entire agreements and understandings of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby).
(b) On and as of the Third Restatement Date and on and as of the Acquisition Loans Funding Date, with respect to the Permitted Acquisitions being consummated on such date, all conditions precedent to the Related Transactions pursuant to the Related Transactions Documents have been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) fulfilled or (with the prior written consent of the Agent) waived, the Related Transactions Documents have not been (or will not be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) amended or otherwise modified (except as permitted by this Agreement), and there has been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) no breach of any material term or condition contained in the Related Transactions Documents. As of the Acquisition Loans Funding Date, the Borrower or other applicable Loan Party will have acquired and become the owner of all Property (including, without limitation, Capital Stock if applicable) contemplated to be acquired pursuant to the Permitted Acquisitions being consummated on such date, free and clear of any Liens, except Permitted Liens.
(c) The fair market value of the assets being transferred by the Borrower and Wisco to Wisco III pursuant to the Reorganization Transaction does not exceed $28,000,000 as of the Third Restatement Date. All of such assets transferred pursuant to the Reorganization Transaction are being transferred expressly subject to the existing Liens in favor of the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders securing the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, and Wisco III is, concurrently herewith, granting Liens on such assets transferred to it to the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations.
Appears in 1 contract
Related Transactions Documents. (a) All representations and warranties made by the Loan Parties in the Related Transactions Documents and, to the knowledge of the Loan Parties after due inquiry, all representations and warranties made by all other Persons in the Related Transactions Documents, are (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions) true and correct in all material respects on and as of the Third Restatement Date and on each date made or deemed made and as of the Acquisition Loans Funding Closing Date, with respect to the Permitted Acquisitions being consummated on such date. No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) with respect to any of the Related Transactions Documents. The Borrower has delivered (or will deliver, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) to the Administrative Agent complete and correct copies of all Related Transactions Documents, including all schedules and exhibits thereto. The Related Transactions Documents set forth the entire agreements agreement and understandings understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.
(b) On and as As of the Third Restatement Date and on and as of the Acquisition Loans Funding Closing Date, with respect to the Permitted Acquisitions being consummated on such date, all conditions precedent to the Related Transactions pursuant to the Related Transactions Documents have been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) fulfilled in all material respects or (with the prior written consent of the Administrative Agent) waived, the Related Transactions Documents have not been (or will not be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) amended or otherwise modified in any material respect (except as permitted by this Agreement), and there has not been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) no any breach of any material term or condition contained in the Related Transactions Documents. As After giving effect to the consummation of the Acquisition Loans Funding DateAcquisitions, the Borrower or other applicable Loan Party a Subsidiary of the Borrower (as applicable) has or will have acquired and become the owner of all Property (including, without limitation, of the issued and outstanding Capital Stock if applicable) contemplated to be acquired pursuant to the Permitted Acquisitions being consummated on such date, of each of its Subsidiaries free and clear of any Liens, except Permitted Liensthe Liens securing the Obligations in favor of the Administrative Agent for and on behalf of the Lenders. In connection with the Acquisitions, neither the Borrower nor any of its Subsidiaries has assumed or will assume any liabilities other than those required to be assumed by the Borrower in accordance with the express terms and provisions of the Acquisition Documents, all of which assumed liabilities relating to the Prior Acquisitions are reflected or reserved against in the applicable financial statements of the Borrower or are contingent liabilities which are not required to be reflected or reserved against in accordance with GAAP. Except as set forth in Schedule 7.25 (with respect to the Prior Acquisitions) or except as will be disclosed to the Administrative Agent and to the Lenders in writing (with respect to any Future Acquisition) prior to the consummation of any Future Acquisition, all approvals, authorizations, consents, licenses exemptions of, filings or registrations with any Governmental Authority or other Person required in connection with the Acquisitions have been obtained (including, without limitation, notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Ixxxxxxxxx Xxxxxx Act (Canada) and the Competition Act (Canada), the approvals of the appropriate transportation regulation authorities and any necessary licenses to operate the acquired businesses in the applicable locations on and after the Closing Date) and all waiting periods (if any) relating thereto have lapsed. None of the approvals, authorizations, consents, licenses, exemptions, filings, registrations or other actions which has not been obtained will, individually or in the aggregate with all such approvals, authorizations, consents, licenses, exemptions filings, registrations or other actions which have not been obtained, materially adversely affect the businesses of the Borrower or any of its Subsidiaries.
(c) The fair market value None of the assets being transferred Related Transactions to occur on or about the Closing Date will violate any term or provision of the Prior Acquisition Documents and no approval, authorization, consent or other action by the Borrower and Wisco to Wisco III pursuant any party to the Reorganization Transaction does not exceed $28,000,000 as Prior Acquisition Documents is CREDIT AGREEMENT - Page 66 necessary for the consummation of the Third Restatement Related Transactions to occur on or about the Closing Date. All of such assets transferred pursuant to the Reorganization Transaction are being transferred expressly subject to the existing Liens in favor of the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders securing the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, and Wisco III is, concurrently herewith, granting Liens on such assets transferred to it to the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations.
Appears in 1 contract
Samples: Credit Agreement (Dynamex Inc)
Related Transactions Documents. (a) All representations and warranties made by the Loan Parties in the Related Transactions Documents and, to the knowledge of the Loan Parties after due inquiry, all representations and warranties made by all other Persons in the Related Transactions Documents, are (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions) true and correct in all material respects on and as of the Third Restatement Date and on each date made or deemed made and as of the Acquisition Loans Funding Closing Date, with respect to the Permitted Acquisitions being consummated on such date. No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) with respect to any of the Related Transactions Documents. The Borrower has delivered (or will deliver, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) to the Administrative Agent complete and correct copies of all Related Transactions Documents, including all schedules and exhibits thereto. The Related Transactions Documents set forth the entire agreements agreement and understandings understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.
(b) On and as As of the Third Restatement Date and on and as of the Acquisition Loans Funding Closing Date, with respect to the Permitted Acquisitions being consummated on such date, all conditions precedent to the Related Transactions pursuant to the Related Transactions Documents have been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) fulfilled in all material respects or (with the prior written consent of the Administrative Agent) waived, the Related Transactions Documents have not been (or will not be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) amended or otherwise modified in any material respect (except as permitted by this Agreement), and there has not been (or will be, with respect to the Related Transactions Documents relating to the Permitted Acquisitions then being consummated) no any breach of any material term or condition contained in the Related Transactions Documents. As After giving effect to the consummation of the Acquisition Loans Funding DateAcquisitions, the Borrower or other applicable Loan Party a Subsidiary of the Borrower (as applicable) has or will have acquired and become the owner of all Property (including, without limitation, of the issued and outstanding Capital Stock if applicable) contemplated to be acquired pursuant to the Permitted Acquisitions being consummated on such date, of each of its Subsidiaries free and clear of any Liens, except Permitted Liensthe Liens securing the Obligations in favor of the Administrative Agent for and on behalf of the Lenders. In connection with the Acquisitions, neither the Borrower nor any of its Subsidiaries has assumed or will assume any liabilities other than those required to be assumed by the Borrower in accordance with the express terms and provisions of the Acquisition Documents, all of which assumed liabilities relating to the Prior Acquisitions are reflected or reserved against in the applicable financial statements of the Borrower or are contingent liabilities which are not required to be reflected or reserved against in accordance with GAAP. Except as set forth in Schedule 7.25 (with respect to the Prior Acquisitions) or except as will be disclosed to the Administrative Agent and to the Lenders in writing (with respect to any Future Acquisition) prior to the consummation of any Future Acquisition, all approvals, authorizations, consents, licenses, exemptions of, filings or registrations with any Governmental Authority or other Person required in connection with the Acquisitions have been obtained (including, without limitation, notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Investment Xxxxxx Xxx (Xxxxxa) and the Competition Act (Canada), the approvals of the appropriate transportation regulation authorities and any necessary licenses to operate the acquired businesses in the applicable locations on and after the Closing Date) and all waiting periods (if any) relating thereto have lapsed. None of the approvals, authorizations, consents, licenses, exemptions, filings, registrations or other actions which has not been obtained will, individually or in the aggregate with all such approvals, authorizations, consents, licenses, exemptions, filings, registrations or other actions which have not been obtained, materially adversely affect the businesses of the Loan Parties.
(c) The fair market value None of the assets being transferred Related Transactions to occur on or about the Closing Date will violate any term or provision of the Prior Acquisition Documents and no approval, authorization, consent or other action by the Borrower and Wisco to Wisco III pursuant any party to the Reorganization Transaction does not exceed $28,000,000 as Prior Acquisition Documents is necessary for the consummation of the Third Restatement Related Transactions to occur on or about the Closing Date. All of such assets transferred pursuant to the Reorganization Transaction are being transferred expressly subject to the existing Liens in favor of the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders securing the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, and Wisco III is, concurrently herewith, granting Liens on such assets transferred to it to the Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations.
Appears in 1 contract
Samples: Credit Agreement (Dynamex Inc)
