Closing Date Borrowing. The obligations of the Lenders to make the Term Loan 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 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 Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to Mylan, in form reasonably satisfactory to the Administrative Agent, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel Securities to Mylan, in a form reasonably satisfactory to the Administrative Agent. Mylan hereby requests such counsel to deliver such opinion; (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 of Mylan, the authorization of the Transactions and any other legal matters relating to Mylan, 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 substantially concurrently with the making of the Term Loan hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable 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 Mylan and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Mylan; (f) 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; (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 Mylan hereunder; (h) The Administrative Agent shall have received Notes executed by 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 Mylan certifying (A) that the representations and warranties of the Company set forth in this Agreement and the other Loan Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Term Loan on the Closing Date and (C) 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 (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
Sources: Term Credit Agreement (Mylan Inc.)
Closing Date Borrowing. The obligations of the Lenders to make the Term Loan Loans on the Closing Date under this Agreement are subject to each the satisfaction of the following conditions being satisfied on or prior to the Closing Dateconditions:
(a) The Administrative Agent (or its counsel) shall have received from each of the following, in form and substance satisfactory to it:
(i) each party thereto either (A) a counterpart Opinions 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 Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Mylan, in form reasonably satisfactory to the Administrative AgentBorrower, and ▇▇of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, EsqVice President and Chief Counsel for Regulatory and Governmental Affairs for the Borrower, each dated the date of this Agreement and addressed to the Administrative Agent and the Lenders, with respect to such matters relating to the Borrower and the Loan Documents as the Administrative Agent or any Lender may reasonably request. The Borrower hereby instructs such counsels to deliver such opinions to the Administrative Agent., Associate General Counsel Securities to Mylan, in a form reasonably
(ii) Evidence satisfactory to the Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Lenders or the Administrative Agent. Mylan hereby , could adversely affect the rights or interests of the Lenders or the Administrative Agent under the Loan Documents.
(iii) A copy of the articles of incorporation of the Borrower (as most recently amended and restated), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Washington.
(iv) Certificates, each dated as of a recent date, from the appropriate Governmental Authorities of the States of Washington, Idaho, Montana and Oregon as to the existence of the Borrower and qualification to do business in those states.
(v) A certificate of the Secretary or Assistant Secretary of the Borrower dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the restated articles of incorporation and the bylaws of the Borrower as in effect on the date of this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certification with respect thereto furnished pursuant to clause (iii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewith on behalf of the Borrower.
(vi) A certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above.
(vii) A certificate, dated the date of this Agreement and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.
(viii) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower, in form and substance reasonably satisfactory to any Lender that requests such a Beneficial Ownership Certification prior to the Closing Date.
(ix) This Agreement and any Notes requested by the Lenders for issuance on the date of this Agreement, duly executed and delivered by all parties thereto.
(x) A letter agreement between the Borrower and U.S. Bank concerning the fees payable pursuant to Section 2.06(b), duly executed and delivered by the Borrower.
(xi) Such other documents as the Administrative Agent or any Lender, or legal counsel to deliver any of them, may reasonably request.
(b) All fees payable by the Borrower to the Administrative Agent, the Lenders or any of their respective Affiliates on or prior to the date of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Borrower on or prior to such opinion;date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full.
(c) The Administrative Agent and the Lenders shall have received such customary closing documents all documentation and certificates as other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested by the Administrative Agent or its counsel may reasonably request relating any Lender prior to the organization, existence and good standing of Mylan, the authorization of the Transactions and any other Closing Date.
(d) All legal matters relating incident to Mylan, the Loan Documents or and the Transactions, all in form and substance transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent and its counsel;
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the Term Loan hereunderAgent, all Indebtedness under the Existing Credit Agreement and all other amounts payable 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 Mylan and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Mylan;
(f) 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;
(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 Mylan hereunder;
(h) The Administrative Agent shall have received Notes executed by 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 Mylan certifying (A) that the representations and warranties of the Company set forth in this Agreement and the other Loan Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Term Loan on the Closing Date and (C) 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 (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 theretotheir respective legal counsel.
Appears in 1 contract
Closing Date Borrowing. The obligations of the Lenders to make the Closing Date Term Loan 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 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 & ▇▇▇▇▇ LLP, special New York counsel to MylanMylan and the Company, in form reasonably satisfactory to the Administrative Agent, and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel Securities to Mylan, and (iii) NautaDutilh New York, P.C., special Dutch counsel to the Company, each in a form reasonably satisfactory to the Administrative Agent. Mylan and the Company hereby requests request such counsel to deliver such opinion;
(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 applicable) of the Company and Mylan, the authorization of the Transactions and any other legal matters relating to the Company and Mylan, 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 substantially concurrently with the making of the Term Loan hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable hereunder have been paid in full and all commitments to extend credit thereunder shall have terminated[Reserved];
(e) The Administrative Agent shall have received a certificate attesting to the Solvency of Mylan the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Mylanthe Company;
(f) 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;
(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 Mylan hereunder;
(h) The Administrative Agent shall have received Notes executed by 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 each of the Company and Mylan certifying (A) that the representations and warranties of the Company and Mylan set forth in this Agreement and the other Loan Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Closing Date Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Closing Date Term Loan on the Closing Date and (C) 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 (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
Sources: Term Credit Agreement (Mylan N.V.)