Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in business; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings; (vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto; (vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; and
Appears in 2 contracts
Sources: Credit Agreement (Harris Corp /De/), Credit Agreement (Harris Corp /De/)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a reasonably recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, the Security Agreement, the Collateral Administration Agreement, the Sale Agreement and the Investment Advisory Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerCompany;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary a Responsible Officer of the Borrower Company as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower Company is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Company is duly organized, and that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessDelaware;
(v) a favorable opinion of counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters concerning the Company, the Investment Adviser and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which November 14, 2013 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse EffectEffect (other than a Collateral Value Condition); and (C) the current Debt Ratings;and
(vivii) an affirmative opinion such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) The Administrative Agent shall have confirmed that the Net Asset Value of Borrower is at least equal to $25,000,000.
(c) Any fees required to be paid on or before the Closing Date that have been invoiced shall have been paid.
(d) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Borrower addressing Administrative Agent (directly to such matters counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as are set forth in Exhibit E hereto;
shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (vii) evidence (A) provided that all amounts outstanding under such estimate shall not thereafter preclude a final settling of accounts between the Existing Credit Facility have been repaidCompany and the Administrative Agent); provided, however, that such fees, charges and (B) that disbursements shall only be due and payable to the "commitments" extent provided pursuant to Section 10.04. Without limiting the generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (American Capital Senior Floating, Ltd.), Credit Agreement (American Capital Senior Floating, Ltd.)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer, the Swing Line Lender, and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, Agreement and the Guaranties sufficient in number for distribution to the Administrative Agent, the Syndication Agenteach Lender, each Lender and the BorrowerBorrower for each Initial Unencumbered Property;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viix) an affirmative opinion a duly completed Compliance Certificate as of counsel to the Borrower addressing such matters as are set forth in Exhibit E heretoClosing Date, signed by a Responsible Officer of the Borrower;
(viix) evidence (A) that all amounts outstanding the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and any Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xii) a Disbursement Instruction Agreement effective as of the Agreement Date;
(xiii) the Borrower shall have provided to the Administrative Agent and each Lender the documentation and other information requested by the Administrative Agent or such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) Business Days prior to the Closing Date;
(xiv) at least five days prior to the Closing Date, each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Closing Date; and
(xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (STAG Industrial, Inc.), Credit Agreement (STAG Industrial, Inc.)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is on the Closing Date are subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Syndication Agent, Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that no Default shall exist, or would result from such proposed Credit Extension or from the conditions specified in Sections 4.02(a) and (b) have been satisfied, application of the proceeds thereof; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Closing Date Material Adverse Effect; and (C) the current Debt Ratings;; and (D) that the representations and warranties relating to the Borrower set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.13, 5.17, 5.18 and 5.19 are true and correct on and as of the Closing Date.
(vib) an affirmative opinion Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viid) evidence The Acquisition and the other Transactions shall be consummated in accordance with the Acquisition Agreement and the other documentation related to the Acquisition and each of the other Transactions, each as in effect on the date hereof (Acollectively, the “Acquisition Documents”) without waiver or amendment thereof that all amounts outstanding is materially adverse to the Lenders unless consented to by Bank of America, N.A. and UBS Loan Finance LLC.
(e) The Borrower shall have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Existing Patriot Act.
(f) The Administrative Agent shall have received a Request for Credit Facility Extension in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any 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. Each Request for Credit Extension (other than a Bridge Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(a)(vi)(A) and (f) have been repaid, satisfied on and (B) that the "commitments" as of the lenders under date of the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; andExtension.
Appears in 2 contracts
Sources: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Person of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Persons of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer Person thereof authorized to act as a Responsible Officer Person in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of counsel to the Loan Parties acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agent;
(vi) a certificate of a Responsible Person of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer Person of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that to the actual knowledge of Borrower there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) evidence (A) that all amounts outstanding under subordination agreements from the Existing Credit Facility have been repaid, and (B) that the "commitments" holders of the lenders under Subordinated Liabilities, and
(x) such other assurances, certificates, documents, consents or opinions as Agent, the Existing Credit Facility have been L/C Issuer, Swing Line Lender or concurrently with the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by Agent, Borrower shall have paid all Attorney Costs of Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent), but in no event to exceed $20,000 in the aggregate.
(d) The Closing Date shall have occurred on or before February 28, 2007. Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the prior or substantially concurrent satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Lead Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated as of the Closing Date (or, in the case of certificates of governmental officials, dated as of a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Lead Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Lead Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence customary documents and certifications of public officials as the Lead Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessorganization;
(v) a customary opinion of Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Lead Administrative Agent and addressed to the Lead Administrative Agent and each Lender;
(vi) (x) at least three (3) Business Days prior to the Closing Date (or such shorter period as agreed by the Arrangers), all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, to the extent requested of the Borrower in writing not fewer than seven (7) Business Days prior to the Closing Date and (y) at least three (3) days prior to the Closing Date (or such shorter period as agreed by the Arrangers), to the extent the borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”);
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance except with respect to the Disclosed Matters since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;and
(viviii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) customary evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminated; and.
(b) Any fees required to be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Lead Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the Lead Administrative Agent (directly to such counsel if requested by the Lead Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lead Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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 Lead Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder hereunder, and of each Existing L/C Issuer to continue the applicable Existing Letter(s) of Credit hereunder, is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Parent Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Request for Credit Extension relating to the initial Credit Extension and dated and delivered to the Administrative Agent at least two Business Days prior to the Closing Date;
(iii) a Note (or Notes, as applicable) executed by the Borrower in favor of each Lender requesting such a NoteNote (or Notes, each in a principal amount equal to such Lender's Commitmentas applicable);
(iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party and Safe Harbor as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of Jaffe, Raitt, Heuer and ▇▇▇▇▇, P.C., Michigan counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇, LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viii) an opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent;
(ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vx) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vixi) an affirmative opinion a duly completed Compliance Certificate as of counsel to the last day of the fiscal quarter of the Borrower addressing such matters as are set forth in Exhibit E heretoended on March 31, 2021, signed by a Responsible Officer of the Borrower;
(viixii) a duly completed Unencumbered Asset Certificate prepared on a pro forma basis to account for any acquisitions, dispositions or reclassifications of Properties, and the incurrence or repayment of any Indebtedness for borrowed money relating to such Properties, that have occurred since March 31, 2021;
(xiii) evidence (A) that all amounts outstanding insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiv) evidence that the Existing SHM Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing SHM Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased (provided that evidence of such release shall be provided in accordance with Section 7.19);
(xv) the documentation and other information reasonably requested by any Lender at least ten Business Days prior to the Closing Date in connection with applicable “know your customer” and Anti-Corruption Laws, including, without limitation, the Patriot Act, the Trading with the Enemy Act and the Beneficial Ownership Regulation, in each case in form and substance reasonably satisfactory to such Lender and delivered at least five Business Days prior to the Closing Date;
(xvi) completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, in each case except to the extent previously delivered to the Administrative Agent; and
(xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes an original Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or other counsel to the Borrower reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent;
(vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which November 30, 2014 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer;
(ix) the Administrative Agent shall have received evidence, in form and substance satisfactory to it, that any Indebtedness under any existing credit or loan agreements or other agreements or instruments for borrowed money (other than the Senior Notes) has been repaid in full and all obligations, debts and liabilities of the Borrower under such agreements or instruments shall have been terminated and the Borrower has been released from all liability and all obligations, covenants and agreements under such agreements or instruments;
(x) A Form FR U-1 for the Borrower for each Lender, in form and substance satisfactory to such Lender;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) The Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 15, 2015. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of counsel to the Borrowers, addressed to the Administrative Agent and each Lender (which opinion shall expressly permit reliance by permitted successors and assigns of the addressees thereof);
(vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2010 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of counsel to the Borrower addressing last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended March 31, 2011, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended March 31, 2011, together with related consolidated statements of operations and retained earnings and cash flows for such matters as are set forth in Exhibit E heretofiscal quarter and the then elapsed portion of such fiscal year;
(viiix) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaidAgreement has been, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being terminatedbeing, paid in full; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder.
(c) Unless waived by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender Lender, including without limitation, the UK Lender, to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreementthe Loan Documents, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each Note and a Note executed by Cross UK in a principal amount equal to such favor of the UK Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and each of its Subsidiaries is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Dodge, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent addressing such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which June 30, 2005 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the current Debt RatingsConsolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2005, signed by a Responsible Officer of the Borrower;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the UK Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Cross a T Co)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, Agreement sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require evidencing (A) the authority of the Borrower to establish enter into this Agreement and the identities of other Loan Documents and verify (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) copies of the Borrower’s Organization Documents and such evidence other documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of L▇▇▇▇▇▇ & G▇▇▇ ▇.▇., counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 30, 2011, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect;
(viii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower as of the Closing Date after giving effect to the transactions contemplated hereby;
(ix) [Reserved];
(x) all other Loan Documents, each duly executed by the Borrower;
(xi) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Borrower, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent and (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof;
(xiii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require.
(b) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on July 3, 2011, and executed by a Responsible Officer of the Borrower.
(c) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrower and that there has been no Material Adverse Effect since the date of the Audited Financial Statements which has most recent financial information delivered to the Administrative Agent.
(d) The Administrative Agent shall have received and be satisfied with (i) a Consolidated income statement for the Borrower’s Fiscal Year ending January 30, 2011, and (ii) a balance sheet and statement of cash flow, by quarter for the Borrower’s Fiscal Year ending January 30, 2011, each prepared in conformity with GAAP and consistent with the Borrower’s then current practices.
(e) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;.
(vif) an affirmative opinion There shall not have occurred any default of any Material Contract of the Borrower which could reasonably be expected to have a Material Adverse Effect.
(g) The consummation of the transactions contemplated hereby shall not violate any Applicable Law or any Organization Document.
(h) All fees required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full.
(i) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viij) evidence the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
(Ak) No material changes in governmental regulations or policies affecting the Borrower or any Credit Party shall have occurred prior to the Closing Date.
(l) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that all amounts outstanding has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans.
(m) After giving effect to (i) the first funding under the Existing Credit Facility have been repaidLoans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (Biii) that all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $30,000,000. Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, Agreement sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require evidencing (A) the authority of the Borrower to establish enter into this Agreement and the identities of other Loan Documents and verify (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) copies of the Borrower’s Organization Documents and such evidence other documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of L▇▇▇▇▇▇ & G▇▇▇ ▇.▇., counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 28, 2007 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect;
(viii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower as of the Closing Date after giving effect to the transactions contemplated hereby;
(ix) the Security Documents;
(x) all other Loan Documents, each duly executed by the Borrower;
(xi) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Borrower, the results of which are satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Borrower, which shall be satisfactory to the Collateral Agent;
(xii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Borrower, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent and (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof;
(xiv) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require.
(b) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on December 30, 2007, and executed by a Responsible Officer of the Borrower.
(c) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrower and that there has been no Material Adverse Effect since the date of the Audited Financial Statements which has most recent financial information delivered to the Administrative Agent.
(d) The Administrative Agent shall have received and be satisfied with (i) a Consolidated income statement for the Borrower’s Fiscal Year ending February 1, 2009 and (ii) a balance sheet and statement of cash flow, by quarter for the Borrower’s Fiscal Year ending February 1, 2009, each prepared in conformity with GAAP and consistent with the Borrower’s then current practices.
(e) There shall not be pending any litigation or other proceeding (other than the Strongbow Filing), the result of which, either individually or in the aggregate, could reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;.
(vif) an affirmative opinion There shall not have occurred any default of counsel to any Material Contract of the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility which could reasonably be expected to have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; anda Material Adverse Effect.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent on the Closing Date:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerCo-Borrowers;
(ii) Notes a Note executed by the Borrower Co-Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Co-Borrowers and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇▇▇ & English, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit “G” attached hereto and made a part hereof and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower Co-Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the current Consolidated Funded Debt RatingsLeverage Ratio as of the last day of the fiscal quarter of the Co-Borrowers ended on June 30, 2011;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Co-Borrowers ended on June 30, 2011, signed by a Responsible Officer of the Co-Borrowers;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Co-Borrowers shall have paid (a) all reasonable actual fees, charges and disbursements of counsel to the Borrower addressing Administrative Agent and the Arrangers (directly to such matters counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as are shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Co-Borrowers and the Administrative Agent) and (b) all reasonable actual due diligence expenses (not to exceed $10,000.00 without the Co-Borrowers’ prior written consent) incurred by the Administrator Agent and the Arrangers, in connection with the syndication of the credit facilities provided for herein and the preparation, negotiation, execution, and delivery of the Loan Documents; provided, however, the fees paid to counsel to the Administrative Agent and the Arrangers shall in no event exceed the amount set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that Commitment Letter. Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder enter into this Agreement is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Third A&R Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third A&R Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) confirmation of security agreements, in form and substance reasonably acceptable to the Lenders;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(vvi) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as the Required Lenders may reasonably request;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt RatingsEffect since December 31, 2016;
(viviii) an affirmative opinion certificates attesting to the Solvency of each Loan Party from its chief financial officer;
(ix) [Reserved];
(x) no Default or Event of Default shall have occurred and be continuing; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or any Lender reasonably may require.
(i) All fees required to be paid to the Administrative Agent on or before the Third A&R Effective Date shall have been paid, including, without limitation, the Agency Fee, and (ii) all fees required to be paid to the Lenders on or before the Third A&R Effective Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Third A&R Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, for purposes of determining compliance with the Closing 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 Third A&R Effective Date are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Company Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerCompany;
(ii) applicable Notes executed by the Borrower applicable Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes not less than 5 Business Days before the Closing Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower evidencing the Secretary or Assistant Secretary of the Borrower as the Administrative Agent may require to establish the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify documents and certifications evidencing that the each Borrower is duly organized or formed, and that each Borrower and each Material Subsidiary is validly existing, in good standing and qualified to engage in business in each jurisdiction where it is organized, and in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of (i) counsel to the Company, addressed to the Administrative Agent, the Offshore Sub-Administrative Agent and each Lender, in each case as to matters reasonably acceptable to the Administrative Agent, Lead Arrangers and counsel to the Administrative Agent, and such other matters concerning the Borrowers and the Loan Documents as the Administrative Agent or the Required Total Lenders may reasonably request, and (ii) counsel to the Offshore Borrowers, addressed to the Administrative Agent, the Offshore Sub-Administrative Agent and each Offshore Lender, in each case as to matters reasonably acceptable to the Administrative Agent, Lead Arrangers and counsel to the Administrative Agent, and such other matters concerning the Borrowers and the Loan Documents as the Administrative Agent or the Required Total Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.02(a6.02(a) and (b) have been satisfied, and (B) that there has been no event not occurred a material adverse change since December 31, 2003 in the business, assets, liabilities (actual or circumstance since the date contingent), operations, condition (financial or otherwise) or prospects of the Audited Financial Statements which has Company and its Subsidiaries taken as a whole or could be reasonably expected to have a Material Adverse Effectin the facts and information regarding such entities as represented through the Closing Date; and (C) the current Debt RatingsRatings of the Company;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of counsel to March 31, 2004, signed by a Responsible Officer of the Borrower addressing such matters as are set forth in Exhibit E heretoCompany;
(viiix) evidence (A) that all amounts outstanding there shall exist no Default or Event of Default under the Existing $2 Billion Credit Facility have been repaidAgreement both before and after giving effect to this Agreement, and (B) that the "commitments" there shall exist no Default or Event of the lenders Default under the Existing $3 Billion Credit Facility have Agreement before giving effect to this Agreement;
(x) evidence that the Existing $3 Billion Credit Agreement has been or concurrently with the Closing Date are is being terminated, repaid or refinanced in full, except for the Existing Letters of Credit; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, each L/C Issuer, the Swing Line Lender or the Required Total Lenders reasonably may require.
(b) Any fees (except reimbursement for legal fees) required to be paid by the Company on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced not less than two Business Days prior to the Closing Date.
(d) The Closing Date shall have occurred on or before July 15, 2004. Without limiting the generality of the provisions of Section 11.04, for purposes of determining compliance with the conditions specified in this Section 6.01, 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: Credit Agreement (Clear Channel Communications Inc)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of each L/C Issuer and of each Lender to make its initial Credit Extension hereunder is are subject to satisfaction or waiver of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Syndication AgentBorrower, the Guarantors and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) Notes a Revolving Note, Term A-1 Note and/or Term A-2 Note, as applicable, executed by the Borrower in favor of each applicable Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel of the Parent, and (B) Sidley Austin LLP, counsel to the Credit Parties, in each case, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) no action, suit, investigation or proceeding is pending or, to the knowledge of any Credit Party, is threatened in any court or before any arbitrator or governmental authority related to the Facilities or that there has been no event or circumstance since the date of the Audited Financial Statements which has or could would reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel that there has not occurred since December 31, 2014, after giving pro forma effect to the Borrower addressing such matters as are set forth transactions to occur on or about the Closing Date (including, without limitation, the Spin-Off, the Specified Transfer and all Credit Extensions to occur on the Closing Date), any event or condition that has had, or would reasonably be expected, either individually or in Exhibit E heretothe aggregate, to have, a Material Adverse Effect;
(vii) evidence (A) that all amounts outstanding under a certificate, attached hereto as Exhibit E, signed by a Responsible Officer and evidencing that, giving pro forma effect as of March 31, 2015 to the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been transactions to occur on or concurrently with about the Closing Date (including, without limitation, the Spin-Off, the Specified Transfer and all Credit Extensions to occur on the Closing Date), as of the date of the Closing Date, the Borrower is in pro forma compliance with the financial covenants contained in Section 7.10, setting forth a calculation of the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter ending March 31, 2015, and including a schedule of Unencumbered Properties, all in form and detail reasonably satisfactory to the Administrative Agent (such certificate, the “Pro Forma Closing Date Compliance Certificate”);
(viii) a certificate signed by a Responsible Officer of the applicable Credit Party certifying that no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Credit Parties of this Agreement or any other Loan Document, except for such approvals, consents, exemptions, authorizations or other actions or notices or filings which have already been completed or obtained;
(ix) the financial statements referenced in Section 5.05(a), (b) and (d);
(x) the Escrow Agreement, executed by the Escrow Agent, the Borrower, the Parent, Ventas, Inc. and the Administrative Agent;
(xi) the Undertaking Agreement, executed by Ventas, Inc., the Parent, the Borrower and the Administrative Agent;
(xii) a letter of direction, executed by the Borrower, with respect to proceeds of the initial Credit Extensions that are being terminatednot subject to the terms of the Escrow Agreement; and
(xiii) such other documents, instruments, agreements or information as the Administrative Agent reasonably may reasonably request.
(b) Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid, provided that (i) all such fees and expenses will be disbursed contemporaneously with the disbursement of the proceeds of the initial Credit Extensions held pursuant to the Escrow Agreement and (ii) invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)).
(c) The Credit Parties shall have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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, (i) this Agreement and each other document to which it is a party or which it has reviewed or
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Care Capital Properties, Inc.)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer, the Swing Line Lender, and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, Agreement and the Guaranties sufficient in number for distribution to the Administrative Agent, the Syndication Agenteach Lender, each Lender and the BorrowerBorrower for each Initial Unencumbered Property;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viix) an affirmative opinion a duly completed Compliance Certificate as of counsel to the Borrower addressing such matters as are set forth in Exhibit E heretoClosing Date, signed by a Responsible Officer of the Borrower;
(viix) evidence (A) that all amounts outstanding the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and any Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xii) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative The Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Borrower's Chief Legal Officer, addressed to the Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) in which it is incorporated attaching copies of all documents evidencing other necessary actions, approval or has any headquarter function, consents with respect to the Loan Documents or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such actions, approvals or consents are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2010 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;Ratings (if any); and
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that the Existing Indebtedness has been or concurrently with the Closing Date is being terminated and all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Indebtedness have been or concurrently with the Closing Date are being terminated; andreleased.
(b) The Alexander & B▇▇▇▇▇▇ Credit Agreement shall have become effective in accordance with its terms.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerB▇▇▇▇▇▇▇;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each the Responsible Officer thereof Officers authorized to act as a Responsible Officer Officers in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so would not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, (B) all governmental, shareholder and third party consents and approvals necessary for the Borrower to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to obtain would not reasonably be expected to have a Material Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance (after giving effect to the Term Loans hereunder) with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending June 30, 2018 (which calculation, including a detailed calculation of each such financial covenant, has been delivered to the Administrative Agent prior to Closing); (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require; and
(ix) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender at least five (5) days prior to the Closing Date required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act including, without limitation, the information described in Section 10.18; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower.
(b) There shall not have occurred since June 30, 2018 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent.
(c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; and (C) , as determined by the current Debt Ratings;Administrative Agent.
(vid) an affirmative opinion Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under prior to or on the Existing Credit Facility have been repaid, and (B) that Closing Date. Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Lender and its legal counsel:
(i) executed counterparts of this Agreement, the Fee Letter, the Guaranty and the Pledge Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) original certificates, if applicable, representing the equity interests of the Pledged Subsidiaries under the Pledge Agreement, and undated assignments separate from certificate, executed in blank, relating to such original certificates;
(iv) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Lender may deem necessary or desirable in order to perfect the Liens created thereby,
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent Lender may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(ivvi) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vii) completed requests for information as the Lender may reasonably require, dated on or before the date hereof, listing all effective financing statements or other Liens filed in the jurisdictions referred to in clause (vi) above that show any Loan Party as debtor, together with copies of such other financing statements and other Liens;
(viii) a favorable opinion of O’Melveny & ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request;
(ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vx) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied, ; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which June 28, 2009 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vixi) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing Loan Documents has been obtained and is in effect;
(xii) [Intentionally omitted]; and
(xiii) such matters other assurances, certificates, documents, consents or opinions as are the Lender reasonably may require.
(b) Any fees required to be paid on or before the Closing Date as set forth in Exhibit E hereto;the fee Letter shall have been paid.
(viic) evidence (A) that The Borrower shall have paid all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" Attorney Costs of the lenders under Lender to the Existing Credit Facility have been extent invoiced prior to or concurrently with on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender).
(d) [Intentionally omitted.]
(e) The Closing Date are being terminated; andshall have occurred on or before October 5, 2009.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuers and each Lender to make its initial Credit Extension of Revolving Credit Loans hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals originals, telecopies or facsimiles (followed promptly “PDF” files transmitted by originals) electronic means unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iviii) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Georgia;
(iv) a favorable opinion of King & Spalding LLP, counsel to the Borrower, addressed to the Administrative Agent and each jurisdiction Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be obtained and in full force and effect, or (B) stating that no such consents, licenses or approvals are so required except where failure thereof to be so obtained and in which it has full force and effect could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2017 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; Effect and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;; and
(vii) evidence a certificate from the chief financial officer of Borrower, substantially in form of Exhibit F, certifying that Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, in each case, on the Closing Date, are Solvent.
(Ab) that all All principal amounts, interest, fees and other amounts outstanding owed under the Borrower’s Existing JPMorgan Credit Facility Agreement shall have been repaid, and (B) that or will be paid in full substantially contemporaneously with the "commitments" making of the initial Credit Extension of Revolving Credit Loans on the Closing Date and all commitments and agreements with respect thereto shall have been terminated and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it. The parties hereto that are lenders under the Existing JPMorgan Credit Facility Agreement hereby waive any provision under the Existing JPMorgan Credit Agreement requiring advance notice in order to repay any loans or terminate any commitments under the Existing JPMorgan Credit Agreement.
(c) The Borrower shall have repaid at least $200,000,000 under the Borrower’s Existing Bank of America Credit Agreement substantially contemporaneously with the making of the initial Credit Extension of Revolving Credit Loans on the Closing Date. The parties hereto that are lenders under the Existing Bank of America Credit Agreement hereby waive any provision under the Existing Bank of America Credit Agreement requiring advance notice in order to repay any loans under the Existing Bank of America Credit Agreement.
(d) All fees and expenses due to the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lenders for which, in the case of expenses, an invoice has been received at least two Business Days prior to the Closing Date, shall have been paid or concurrently shall have been authorized to be deducted from the proceeds of the drawings under the Revolving Credit Facility.
(e) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case that had been requested by the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and Lenders through the Administrative Agent in writing at least five Business Days prior to such required delivery date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the : The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) each of the Lenders: executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes ; a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) ; such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) ; such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedorganized, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; favorable opinions of the Borrower's general counsel and of Pillsbury Winthrop LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facilitystating that no such consents, licenses or approvals are so required; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in business;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; , and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; and
Appears in 1 contract
Sources: Credit Agreement (McClatchy Co)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary a secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, validly existing, and that the Borrower is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E;
(vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F;
(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, (a) a Material Adverse Effect; and material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; andactual
Appears in 1 contract
Sources: Credit Agreement (Oneok Inc /New/)
Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the The Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt have received all of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) counterparts of this Agreement executed counterparts by the Borrower and each Lender, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower and a Guaranty executed by each Guarantor required to execute and deliver such Guaranty pursuant to Section 6.11 of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender Borrower and the Borrowertheir respective counsel;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Restricted Person as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Restricted Person is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Restricted Person is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Winston & ▇▇▇▇▇▇ LLP, counsel to the Restricted Persons, substantially in the form of Exhibit F, and a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., local counsel to the Restricted Persons for the State of Texas, in form and substance satisfactory to Administrative Agent, each addressed to the Administrative Agent and each Lender;
(vi) a certificate of a Responsible Officer of each Restricted Person either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Restricted Person and the validity against such Restricted Person of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; ;
(viii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Closing Date for which financial statements are available to the Borrower, signed by a Responsible Officer of the Borrower;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the Closing Date, (B) the commitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated and (C) all Liens securing obligations (including Hedging Contracts) in connection with the current Debt RatingsExisting Credit Agreement are being concurrently released;
(vixi) an affirmative opinion the Initial Financial Statements; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the LC Issuer or the Majority Lenders reasonably may require.
(b) The Borrower shall have a Rating from at least one Rating Agency of BBB- or better.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary a secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, validly existing, and that the Borrower is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G;
(vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H;
(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, (a) a Material Adverse Effectmaterial adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party; and (C) the current Debt Ratings;; and
(viix) an affirmative opinion of counsel to such other assurances, certificates, documents, consents or opinions as the Borrower addressing such matters as are set forth in Exhibit E hereto;Administrative Agent, the L/C Issuer, the Swing Line Lender, or the Required Lenders reasonably may require.
(viib) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, 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: Credit Agreement (Oneok Inc /New/)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent in form and substance satisfactory to the Administrative Agent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Revolving Loan Note executed by the Borrower in favor of each Lender requesting such a Revolving Loan Note, each in a principal amount equal to such Lender's Commitment;
(iii) the duly executed Swing Line Note payable to the order of the Swing Line Lender in the amount of the Swing Line Sublimit;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower and each Material Subsidiary is validly existing, existing and in good standing in its state of incorporation and/or domicile;
(vi) a favorable opinion of counsel to the Borrower, addressed to the Administrative Agent and qualified each Lender, as to engage in business in matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vii) a favorable opinion of ▇▇▇▇▇ ▇. Sudbury, Esq., in-house counsel to the Borrower, addressed to the Administrative Agent and each jurisdiction Lender, as to matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(viii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections Section 4.02(a) and (b) have been satisfied, ; and (B) that that, as of the Closing Date, there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could would be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;; and
(vix) an affirmative opinion of counsel to such other assurances, certificates, documents, consents or opinions as the Borrower addressing such matters as are set forth in Exhibit E hereto;Administrative Agent, the L/C Issuers or the Required Lenders reasonably may require.
(viib) evidence (A) that all amounts outstanding under Any fees required to be paid on or before the Closing Date shall have been paid, including any accrued fees pursuant to the Existing Credit Facility Agreement.
(c) Unless waived by the Administrative Agent, the Borrower shall have been repaid, and (B) that the "commitments" paid all Attorney Costs of the lenders under Administrative Agent to the Existing Credit Facility have been extent invoiced prior to or concurrently with on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) The Closing Date are being terminated; andshall have occurred on or before May 31, 2005.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent in form and substance satisfactory to the Administrative Agent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's ’s Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent and its counsel may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;and
(viviii) an affirmative opinion such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid, and the Fee Letter shall be in full force and effect.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viid) evidence The Closing Date shall have occurred on or before June 30, 2006.
(Ae) that all amounts outstanding Simultaneously with the initial Loan under this Agreement, the financial institutions under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders Agreement shall be paid all amounts owing them under the Existing Credit Facility have been or concurrently Agreement. Without limiting the generality of the provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Spartech Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each ▇▇▇▇▇▇, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(ix) a Form U-1 for the Borrower whereby, among other things, the Borrower represents and warrants that the proceeds of each Loan may be used to purchase and carry margin stock and the Borrower therein concurring with the assessment of the market value of any margin stock and other investment property described therein;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) the Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 15, 2015. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Tortoise Midstream Energy Fund, Inc.)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:precedent (it being understood that the conditions in this Section 4.01 were satisfied on the Closing Date, and the only conditions to the effectiveness of the 2021 Refinancing Amendment on the 2021 Refinancing Amendment Effective Date are set forth in the 2021 Refinancing Amendment):
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative AgentGuaranty, the Syndication Agent, each Lender and the Borrower;Security and Pledge Agreement executed by each Person a party thereto;
(ii) Notes a Note executed by the Borrower applicable Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal Note with respect to such Lender's Commitment;the applicable Facility;
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower and each Material Guarantor as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower or Material Guarantor is a party or is to be a party;;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the each Borrower and each Material Guarantor is duly organized or formed, and that each Borrower and each Material Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has a substantial operating facility; including certified copies of except to the Borrower's Organization Documents and certificates of good standing and qualification extent that failure to engage in business;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or do so could not reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; and
Appears in 1 contract
Sources: Credit Agreement (Aecom)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a reasonably recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, the Security Agreement, the Collateral Administration Agreement, the Sale Agreement and the Investment Advisory Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerCompany;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary a Responsible Officer of the Borrower Company as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower Company is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Company is duly organized, and that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessDelaware;
(v) a favorable opinion of counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters concerning the Company, the Investment Adviser and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which June 4, 2014 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and Effect (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E heretoother than a Collateral Value Condition);
(vii) evidence a copy of the notice delivered pursuant to the JPM Facility Documents designating Company as a “Financing Subsidiary” under and as defined in the JPM Facility Documents; and
(Aviii) that all amounts outstanding under such other assurances, certificates, documents, consents or opinions as the Existing Credit Facility Administrative Agent or the Required Lenders reasonably may require.
(b) The Administrative Agent shall have been repaid, and (B) confirmed that the "commitments" Net Asset Value of the lenders under the Existing Credit Facility have been Borrower is at least equal to $50,000,000.
(c) Any fees required to be paid on or concurrently with before the Closing Date are being terminatedthat have been invoiced shall have been paid.
(d) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent); andprovided, however, that such fees, charges and disbursements shall only be due and payable to the extent provided pursuant to Section 10.04. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facilitystating that no such consents, licenses or approvals are so required; including certified copies Bank of the Borrower's Organization Documents and certificates of good standing and qualification to engage in business;America – Tortoise MLP Fund Credit Agreement
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(ix) a Form U-1 for the Borrower whereby, among other things, the Borrower represents and warrants that the proceeds of each Loan may be used to purchase and carry margin stock and the Borrower therein concurring with the assessment of the market value of any margin stock and other investment property described therein;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) the Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 15, 2015. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto. Bank of America – Tortoise MLP Fund Credit Agreement
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the The Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt have received all of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this AgreementAgreement executed by the Borrower and each Lender, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates certificate of resolutions or other action, incumbency certificates certificate and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., counsel to the Borrower, substantially in the form of Exhibit F, in form and substance satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; ;
(viii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Closing Date for which financial statements are available to the Borrower, signed by a Responsible Officer of the Borrower;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the Closing Date, (B) the commitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated, and (C) all Guarantees of any of the current Debt RatingsBorrower’s Subsidiaries in connection with the Existing Credit Agreement are being concurrently released;
(vixi) an affirmative opinion the Initial Financial Statements;
(xii) evidence that a notice has been delivered under the Borrower’s Indentures governing its notes terminating the guarantees of such notes by the Subsidiaries; and
(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the LC Issuer or the Majority Lenders reasonably may require.
(b) The Borrower shall have a Rating from at least one Rating Agency of BBB- or better.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder and the effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerBorrowerCompany , each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerBorrowerCompany ;
(ii) Notes a Note executed by the Borrower BorrowerCompany in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower BorrowerCompany as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower BorrowerCompany is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower BorrowerCompany is duly organized or formed, and that the BorrowerCompany is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a certificate of a Responsible Officer of the BorrowerCompany (A) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (B) stating there is no action, suit, investigation or proceeding pending or threatened in writing in any court or before any arbitrator or Governmental Authority that purports (i) to materially and adversely affect the BorrowerCompany or its Subsidiaries, or (ii) to affect any transaction contemplated hereby or the ability of the BorrowerCompany to perform its obligations under this Agreement; and (C) either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the BorrowerCompany and the validity against the BorrowerCompany of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required;
(vi) a certificate signed by a Responsible Officer of the Borrower BorrowerCompany certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (CB) the current Debt Ratings;
(vivii) an affirmative such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the applicable L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require;
(viii) evidence that (A) the existing indebtedness of the BorrowerCompany under the Existing 2018 Credit Agreement is being refinanced and (B) the 364-Day Credit Agreement is being terminated, in each case before or concurrently with the Effective Date; and
(ix) a favorable opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent.
(b) Any fees required to be paid on or before the Effective Date shall have been paid.
(c) Unless waived by the Administrative Agent, the BorrowerBorrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Borrower addressing Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such matters additional amounts of such fees, charges and disbursements as are set forth in Exhibit E hereto;shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the BorrowerBorrowers and the Administrative Agent).
(viid) evidence Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the BorrowerCompany shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Canadian AML Acts, in each case at least five days prior to the Effective Date.
(Ae) that all amounts outstanding At least five days prior to the Effective Date, if the BorrowerCompany qualifies as a “legal entity customer” under the Existing Credit Facility have been repaidBeneficial Ownership Regulation, and (B) that the "commitments" BorrowerCompany shall deliver a Beneficial Ownership Certification in relation to the BorrowerCompany . Without limiting the generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.03, for purposes of determining compliance with the Closing 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 hereunder 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 Effective Date are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower to the extent the Borrower's signature is required thereon, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Revolving Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentCommitment as of the Closing Date;
(iii) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender (if the Swing Line Lender requests such a Note) in the principal amount of the Swing Line Sublimit;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter functionrequired to be qualified to engage in business, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and Documents, certificates of good standing and and/or qualification to engage in businessbusiness and tax clearance certificates;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have had a Material Adverse Effect; and (C) the current Debt Ratings;
(vivii) an affirmative opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to the Borrower addressing such matters as are set forth Borrower, substantially in the form of Exhibit E heretoH-1;
(viiviii) an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit H-2;
(ix) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing 364-Day Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminatedexecuted by the parties thereto;
(x) such other certificates or documents as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Majority Lenders may reasonably request;
(b) Any fees required to be paid on or before the Closing Date shall have been paid; and
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Bj Services Co)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes an original Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Husch ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent;
(vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which Prospectus that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer;
(ix) the Administrative Agent shall have received evidence, in form and substance satisfactory to it, that the Merger has been consummated and such financial information of the Borrower, after giving effect to the Merger, as it shall have required;
(x) A Form FR U-1 for the Borrower for each Lender, in form and substance satisfactory to such Lender;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xii) the Administrative Agent shall have received evidence, in form and substance satisfactory to it, that the Borrower’s existing prime brokerage facility has been terminated or will be terminated concurrently with the closing of this Agreement; and
(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) The Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 23, 2014. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Tortoise Energy Infrastructure Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(ai) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i1) executed counterparts of this Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii2) the Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii3) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv4) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(5) a favorable opinion of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, LLP, counsel to the Loan Parties, acceptable to Agent, addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agent;
(6) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(v7) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a(b)(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the current Debt RatingsConsolidated Leverage Ratio based on the unaudited consolidated and consolidating financial statements of the Borrower and its Subsidiaries for its fiscal quarter ended April 30, 2008;
(vi8) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(9) an affirmative opinion ALTA extended coverage lender’s title insurance policy or unconditional commitment therefor issued by a title insurance company acceptable to the Agent, for the real property covered by the Indiana Mortgage in an amount equal to $1,750,000, insuring that fee simple title to such real property is vested in Borrower, and assuring the Agent that the Indiana Mortgage creates a valid and enforceable lien on the real property covered thereby as security for the obligations secured by the Indiana Mortgage prior and superior in right to any other person, subject only to exceptions approved by Agent in writing; and
(10) such other assurances, certificates, documents, consents or opinions as Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(ii) Any fees required to be paid on or before the Closing Date shall have been paid.
(iii) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower addressing such matters as are set forth in Exhibit E hereto;and Agent).
(viiiv) evidence (A) that all amounts outstanding under A favorable standard flood hazard determination for the Existing Credit Facility have been repaid, and (B) that real property covered by the "commitments" Indiana Mortgage issued by LSI Flood Services. Without limiting the generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section (a), 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 Agent shall have received notice from such Lender prior to the proposed Closing Date are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;
(v) a favorable opinion of Ropes & ▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each jurisdiction Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion such other certificates and documents, consents or opinions as the Administrative Agent reasonably may require, as set forth in the list of closing documents set forth in Exhibit G.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Biogen Idec Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (ivv) or (vi) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) the Audited Financial Statements and unaudited financial statements for the fiscal quarter ended September 30, 2002;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower a Responsible Officer as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter functionrequired to be qualified to engage in business, or (B) in which it has including a substantial operating facility; including certified copies copy of the Borrower's Organization Documents and Documents, certificates of good standing and and/or qualification to engage in businessbusiness and tax clearance certificates;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and , (C) the current Debt Ratings or Corporate Credit Ratings, as applicable, and (D) the properties of the Borrower and its Material Subsidiaries are insured with financially sound and reputable insurance companies in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower and its Subsidiaries operate;
(vivii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth substantially in the form of Exhibit E heretoE;
(viiviii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" Borrower is entering into the Amended and Restated Multi-Year Credit Agreement to be effective as of the lenders under Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Existing Credit Facility have been Administrative Agent, the L/C Issuer, or concurrently with the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Enbridge Energy Partners Lp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerBorrowers;
(ii) Notes executed by the Borrower Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Company and the Subsidiary Guarantors is validly existing, in good standing standing, as applicable in their respective jurisdictions of formation, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) such executed documents as the Administrative Agent may require to perfect the Lenders' first priority security interest in the Collateral;
(vi) evidence that the Administrative Agent, on behalf of the Lenders, shall have a perfected, first priority interest in the Collateral, subject to the liens set forth in Schedule 7.01, other than those to be removed in connection with the Existing Credit Agreement (and not including the TWI facility referenced therein);
(vii) favorable opinions of Tonkon Torp LLP and Patterson Palmer, counsel to the Loan Parti▇▇, ▇▇▇▇▇▇▇ed to the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vix) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (x) have a Material Adverse Effect; and (C) the current Debt Ratings;
(vix) an affirmative opinion a certificate of a Responsible Officer of each Subsidiary Guarantor certifying that there are no provisions contained in the articles or bylaws of the Subsidiary Guarantor, or any agreements to which the Subsidiary Guarantor is a party, that would limit the ability of a Subsidiary Guarantor to make a Restricted Payment or to otherwise transfer property to the Company, other than those existing on the Closing Date and listed in Schedule 7.09;
(xi) a duly completed Compliance Certificate dated as of the last day of the fiscal quarter of the Company ended on February 28, 2005, as adjusted on a pro-forma basis to reflect the Senior Debt Offering, and signed by a Responsible Officer of the Company;
(xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiii) evidence that the Existing Credit Agreements have been or, concurrently with the Closing Date, are being terminated and all Liens securing obligations under the Existing Credit Agreements have been or, concurrently with the Closing Date, are being released;
(xiv) no representations made by the Company and its affiliates to Bank of America and the Arranger in connection with the transactions contemplated by this Credit Agreement shall be incorrect in any material respect, and the Administrative Agent and the Lenders have not learned of any additional information since April 13, 2005, that could reasonably be expected to result in a Material Adverse Effect;
(xv) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all environmental reports, asset appraisals, field audits, and such other reports, audits or certifications as it may reasonably request; and
(xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Notwithstanding the above, certain Loan Documents with respect to TWI and Greenbrier Leasing, Ltd. may, in the sole discretion of the Administrative Agent, be provided to the Administrative Agent up to five (5) Business Days after the Closing Date.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Borrower addressing Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such matters additional amounts of such fees, charges and disbursements as are set forth in Exhibit E hereto;shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 30, 2005. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower to the extent the Borrower’s signature is required thereon, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Revolving Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment’s Commitment as of the Closing Date;
(iii) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender (if the Swing Line Lender requests such a Note) in the principal amount of the Swing Line Sublimit;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter functionrequired to be qualified to engage in business, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's ’s Organization Documents and Documents, certificates of good standing and and/or qualification to engage in businessbusiness and tax clearance certificates;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have had a Material Adverse Effect; and (C) the current Debt Ratings;
(vivii) an affirmative opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Borrower addressing such matters as are set forth Borrower, substantially in the form of Exhibit E heretoH-1;
(viiviii) evidence an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit H-2;
(Aix) that all amounts outstanding under copy of a notice from Borrower to Bank of America terminating the Existing Credit Facility have been repaidAgreement dated as of June 27, 2001, among Borrower, Bank of America, N.A., as administrative agent, and (B) that the "commitments" other agents and lenders parties thereto, and the Second Amended and Restated 364-Day Credit Agreement dated as of June 19, 2003, among Borrower, Bank of America, N.A., as administrative agent, and the other agents and lenders under the Existing Credit Facility have been or concurrently parties thereto, concurrent with the Closing Date, which shall specify that Borrower has paid all obligations and indebtedness thereunder and shall have been acknowledged by Bank of America;
(x) such other certificates or documents as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Majority Lenders may reasonably request;
(b) Any fees required to be paid on or before the Closing Date are being terminatedshall have been paid; and
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Bj Services Co)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has a substantial operating facility; including certified copies of except to the Borrower's Organization Documents and certificates of good standing and qualification extent that failure to engage in business;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or do so could not reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(viv) an affirmative opinion a favorable opinions of Kevin O'Malley, counsel to the Borrower addressing such Borrower, and an opinion of Do▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Borrower, each ▇▇▇▇▇▇sed to the Administrative Agent and each Lender, as to the matters as are set forth in Exhibit E hereto;
and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (viivi) evidence a certificate of a Responsible Officer of the Borrower either (A) that attaching copies of all amounts outstanding under consents, licenses and approvals required in connection with the Existing Credit Facility have been repaidexecution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that the "commitments" of the lenders under the Existing Credit Facility have been no such consents, licenses or concurrently with the Closing Date approvals are being terminated; andso required;
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of counsel to the Borrowers, addressed to the Administrative Agent and each Lender (which opinion shall expressly permit reliance by permitted successors and assigns of the addressees thereof);
(vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2012 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of counsel to the Borrower addressing last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended March 31, 2013, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended March 31, 2013, together with related consolidated statements of operations and retained earnings and cash flows for such matters as are set forth in Exhibit E heretofiscal quarter and the then elapsed portion of such fiscal year;
(viiix) [reserved];
(x) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaidAgreement has been, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being terminatedbeing, paid in full; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder.
(c) Unless waived by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent Lender and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent Lender may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of G▇▇▇▇▇▇ P▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender, as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Lender may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) evidence such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.
(Ab) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) The Borrower shall have paid all Attorney Costs of the Lender to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender).
Appears in 1 contract
Sources: Credit Agreement (Irobot Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the prior or substantially concurrent satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Lead Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Lead Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a NoteNotes, each in a principal amount equal to such Lender's Commitmentof which shall be originals or telecopies (followed promptly by originals);
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of Responsible Officers the Borrower as the Lead Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence customary documents and certifications of public officials as the Lead Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessorganization;
(v) a customary opinion of Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Lead Administrative Agent and addressed to the Lead Administrative Agent and each Lender;
(vi) [Reserved];
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance except with respect to the Disclosed Matters since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;and
(viviii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) customary evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminated; and.
(b) Any fees required to be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Lead Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the Lead Administrative Agent (directly to such counsel if requested by the Lead Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lead Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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 Lead Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower▇▇▇▇▇▇▇▇;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each the Responsible Officer thereof Officers authorized to act as a Responsible Officer Officers in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so would not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, (B) all governmental, shareholder and third party consents and approvals necessary for the Borrower to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to obtain would not reasonably be expected to have a Material Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance (after giving effect to the Term Loans hereunder) with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending June 30, 2018 (which calculation, including a detailed calculation of each such financial covenant, has been delivered to the Administrative Agent prior to Closing); (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require; and
(ix) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender at least five (5) days prior to the Closing Date required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act including, without limitation, the information described in Section 10.18; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower.
(b) There shall not have occurred since June 30, 2018 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent.
(c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; and (C) , as determined by the current Debt Ratings;Administrative Agent.
(vid) an affirmative opinion Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under prior to or on the Existing Credit Facility have been repaid, and (B) that Closing Date. Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so would not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, (B) all governmental, shareholder and third party consents and approvals necessary for the Borrower to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to obtain would not reasonably be expected to have a Material Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending September 30, 2016 (which calculation, including a detailed calculation of each such financial covenant, has been delivered to the Administrative Agent prior to the Closing Date); (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require.
(b) There shall not have occurred since September 30, 2016 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent.
(c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; and (C) , as determined by the current Debt Ratings;Administrative Agent.
(vid) an affirmative opinion Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under prior to or on the Existing Credit Facility have been repaid, and (B) that Closing Date. Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuers and each Lender to make its initial Credit Extension hereunder of Refinancing Term Loans and Revolving Credit Loans hereunder, as applicable, is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals originals, telecopies or facsimiles (followed promptly “PDF” files transmitted by originals) electronic means unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iviii) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Georgia;
(iv) a favorable opinion of King & Spalding LLP, counsel to the Borrower, addressed to the Administrative Agent and each jurisdiction Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be obtained and in full force and effect, or (B) stating that no such consents, licenses or approvals are so required except where failure thereof to be so obtained and in which it has full force and effect could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2014 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence a certificate from the chief financial officer of Borrower, substantially in form of Exhibit F, certifying that Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, in each case, on the Closing Date, are Solvent.
(Ab) that all All principal amounts, interest, fees and other amounts outstanding owed under the Borrower’s Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreements shall have been or concurrently will be paid in full substantially contemporaneously with the making of the Refinancing Term Loans on the Closing Date and all commitments and agreements with respect thereto shall have been terminated and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it. The parties hereto that are being terminatedlenders under an Existing Credit Agreement hereby waive any provision under such Existing Credit Agreement requiring advance notice in order to repay any loans or terminate any commitments under such Existing Credit Agreement.
(c) All fees and expenses due to the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lenders for which, in the case of expenses, an invoice has been received at least two Business Days prior to the Closing Date, shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Refinancing Term Loan Facility and/or drawings under the Revolving Credit Facility.
(d) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case that had been requested by the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and Lenders through the Administrative Agent in writing at least five Business Days prior to such required delivery date.
(e) The Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries and Tanzanite and its Subsidiaries, for the three most recently completed fiscal years ended at least 60 days before the Closing Date and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries and Tanzanite and its Subsidiaries, for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than for Tanzanite and its Subsidiaries for the quarter ended March 31, 2015); andprovided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower and/or Tanzanite will be deemed to satisfy the foregoing requirements. As of January 26, 2016, the Arrangers acknowledge receipt of the following financial historical statements: the financial statements referred to in clause (i) with respect to the Borrower and its Subsidiaries and Tanzanite and its Subsidiaries for the fiscal years ended December 31, 2012, 2013 and 2014, respectively and the financial statements referred to in clause (b) for the first, second and third fiscal quarters ended March 31, June 30 and September 30, 2015, respectively, of the Borrower and its Subsidiaries and for the second and third fiscal quarters ended June 30 and September 30, 2015, respectively, of the Tanzanite and its Subsidiaries. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder is on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Syndication Agent, Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) Notes a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting such a Revolving Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) favorable opinions of S▇▇▇▇▇▇, A▇▇▇, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender; and
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effectcurrent Debt Ratings; and (C) that, as of the current Debt Ratings;date of the last financial statements delivered pursuant to the Existing Credit Agreement, the Borrower was in pro forma compliance with the financial covenants contained in Section 7.10.
(vib) an affirmative opinion Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent)).
(viii) evidence Upon the reasonable request of any Lender made in writing at least ten (A10) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested by such Lender that satisfies all amounts outstanding under requirements of regulatory authorities applicable to such Lender and such Lender’s internal policies and procedures in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Existing Credit Facility have been repaidPatriot Act, and in each case at least five (B5) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with Business Days prior to the Closing Date are being terminated; andand (ii) at least five (5) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall have delivered, to each Lender that so requests at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower.
(d) The Administrative Agent’s receipt of an executed copy of a certificate signed by a Responsible Officer certifying the Borrower’s Sustainability Metric Components for the calendar year ended December 31, 2020 (solely for purposes of this Section 4.01(d), reflecting the Boundary Properties that the Borrower has owned and that were in service for the period of two (2) full consecutive calendar years ended December 31, 2020). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any 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
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party or BCD, as applicable, and of duly authorized officers of any other parties thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselLender:
(i) executed counterparts of (A) this Agreement, (B) the Guaranty from each Guarantor, (C) the Capital Contribution Agreement from BCD, (D) the Security Agreement from the Borrower and each Guarantor, (E) the Pledge Agreement from the Borrower and each Guarantor that owns any Pledged Equity Interests, and (F) each other Security Instrument required to be delivered in connection herewith, in each case sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes the Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party and BCD as the Administrative Agent Lender may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party or BCD is a party;
(iv) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower each of Loan Parties and BCD is duly organized or formed, and that each of the Loan Parties and BCD is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of (i) ▇▇▇▇▇▇▇ Long & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit E-l and such other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request, and (ii) Alexander & Simon, Civil Law Notaries, addressed to the Lender, as to the matters set forth in Exhibit E-2 and such other matters concerning BCD, the laws of the Netherlands Antilles and the Capital Contribution Agreement as the Lender may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(ix) evidence that the account and treasury management arrangements contemplated by Section 6.13 have been established;
(x) evidence that all Liens other than Permitted Liens have been canceled and released, including duly executed releases and UCC-3 financing statements in recordable form and otherwise in form and substance satisfactory to the Lender;
(xi) executed counterparts of Subordination Agreements with respect to all Subordinated Indebtedness outstanding on the Closing Date, in each case sufficient in number for distribution to the Lender, the Borrower and all other parties thereto;
(xii) the Inflow Access Agreement;
(xiii) consents or amendments in form and substance satisfactory to the Lender, duly executed by the holder of the Sabre Note;
(xiv) evidence that the Borrower has entered into a new agreement with Opodo, the terms of which shall be effective January 1, 2005 and which are substantially similar to the terms of the verbal agreement as outlined to the Lender in e-mails from the Borrower to the Lender in September 2004; and
(xv) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.
(b) The Lender shall have received Uniform Commercial Code and Intellectual Property search results with respect to the Loan Parties showing only Liens acceptable to the Lender.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) The Borrower shall have paid all fees, charges and disbursements of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under Lender to the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been extent invoiced prior to or concurrently with on the Closing Date are being terminated; andDate, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender).
Appears in 1 contract
Sources: Credit Agreement (TRX Inc/Ga)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party (as applicable), each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Syndication Agent, Borrower and each Lender and the BorrowerGuarantor;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as each Loan Party, in each case, reasonably acceptable to the Administrative Agent may require to establish Agent, evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party;
(iv) such evidence as customary documents and certifications, in each case, reasonably acceptable to the Administrative Agent may reasonably require to verify Agent, evidencing that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) an opinion of ▇▇▇▇▇ & Case LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) that the conditions specified Specified Acquisition Agreement Representations are true and correct in Sections 4.02(a) and (b) have been satisfiedall material respects, (B) that there has been no event or circumstance the Specified Representations are true and correct in all material respects, and (C) since the date of the Audited Financial Statements which has or could be reasonably expected to have a Effective Date Acquisition Agreement, no Company Material Adverse Effect; and Effect (Cas defined in the Effective Date Acquisition Agreement) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E heretohas occurred;
(vii) evidence a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent from the chief financial officer, treasurer, vice president or similar financial officer of the Borrower as to the Solvency of the Borrower and its Subsidiaries as of the Effective Date after giving effect to the transactions contemplated hereby;
(Aviii) a Loan Notice with respect to the Loans to be made on the Effective Date; and
(ix) the Financial Statements (as defined in the Effective Date Acquisition Agreement); provided that the Administrative Agent and the Lenders hereby acknowledge prior receipt of such Financial Statements in satisfaction of this clause (ix).
(b) Borrower shall have provided to the Lenders (not later than three (3) Business Days prior to the Effective Date) all amounts outstanding documentation and other information about the Loan Parties and the Effective Date Target required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, as has been reasonably requested in writing by the Administrative Agent and the Lenders at least ten (10) Business Days prior to the Effective Date, including, if any Loan Party qualifies as a “legal entity customer” under the Existing Credit Facility have been repaidBeneficial Ownership Regulation, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; anda Beneficial Ownership Certification in relation to such Loan Party.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of a senior counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which Base Financials that has had, either individually or could be reasonably expected to have in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vivii) an affirmative opinion a duly completed Compliance Certificate as of counsel the last day of the fiscal quarter of the Borrower most recently ended prior to the Borrower addressing such matters as are set forth in Exhibit E heretoClosing Date, signed by a Responsible Officer of the Borrower;
(viiviii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminatedterminated and all amounts outstanding or otherwise due and payable thereunder have been paid in full; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (New York Times Co)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder is on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
: (a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Syndication Agent, Borrower and each Lender and the Borrower;
listed on Schedule 2.01; (ii) Notes a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting such a Revolving Note, each in a principal amount equal to such Lender's Commitment;
; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
Documents; (iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (Av) in which it is incorporated or has any headquarter functionfavorable opinions of S▇▇▇▇▇▇, or (Arps, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B) in which it has a substantial operating facility; including certified copies of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower's Organization Documents , addressed to the Administrative Agent and certificates of good standing each Lender; and qualification to engage in business;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effectcurrent Debt Ratings; and (C) that, as of the current Debt Ratings;
(vi) an affirmative opinion date of counsel the last financial statements delivered pursuant to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaidAgreement, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently Borrower was in pro forma compliance with the Closing Date are being terminated; andfinancial covenants contained in Section 7.10.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative AgentThe Lender's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselLender:
(i) executed counterparts of this AgreementAgreement and each other Loan Document, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes if requested by Lender, the Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent Lender may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Faegre & ▇▇▇▇▇▇, counsel to the Loan Parties, addressed to the Lender, in form and substance reasonably satisfactory to the Lender;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Unaudited Financial Statements which that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, pro forma for the transactions in this Agreement, signed by a Responsible Officer of the Borrower;
(ix) a duly completed Borrowing Base Certificate as of the last day of the calendar month most recently ended prior to the Closing Date, with such adjustments as are reasonably requested by the Lender to bring such Borrowing Base Certificate current to the Closing Date, along with such agings, reports and similar information relating to the Collateral as may be reasonably requested by the Lender;
(x) Uniform Commercial Code search results showing only those Liens that are (A) terminated on or will be terminated before the Closing Date (provided that satisfactory evidence of such termination or of satisfactory arrangements for such termination is delivered to the Lender prior to the Closing Date), (B) described on Schedule 7.01, or (C) otherwise acceptable to the Lender;
(xi) Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Lender under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Lender under the Security Instruments as a first priority Lien in and to such other Collateral as the Lender may require, including without limitation the delivery of any issued and outstanding certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto;
(xii) The Lender shall have had an opportunity, if it so chooses, to examine the books of account and other records and files of the Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Lender in all respects.
(xiii) Mortgagee, landlord, and other third party waivers and agreements acceptable to Lenders relating to Inventory matters;
(xiv) No event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect; .
(xv) Evidence satisfactory to Lender that there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in Lender's judgment (a) could reasonably be expected to have a Material Adverse Effect, or (b) could reasonably be expected to materially and adversely affect this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby.
(Cxvi) Receipt by Lender and a satisfactory review by Lender of all material contracts of the current Debt RatingsLoan Parties with material customers.
(xvii) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Lender (in form and substance reasonably satisfactory to the Lender), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions, and other items set forth on the "Closing Checklist" delivered by the Lender to Borrower prior to the Closing Date.
(xviii) an initial Request for Credit Extension, if any;
(vixix) an affirmative opinion evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xx) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.
(b) Any fees required to be paid on or before the Closing Date, including, but not limited to, the Closing Fee, shall have been paid.
(c) The Borrower shall have paid all fees, charges and disbursements of counsel to the Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Lender).
(viid) evidence (A) that all amounts outstanding under Upon making the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with Borrowing on the Closing Date (including such Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs, and expenses then payable under this Agreement), and with all its obligations current, the Borrower shall have availability under the Borrowing Base of at least $2,500,000, after giving effect to the reserve of any accounts payable by any Loan Party which are being terminated; andmore than 60 days past invoice date.
Appears in 1 contract
Sources: Credit Agreement (Crocs, Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary a secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, validly existing, and that the Borrower is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G;
(vi) a favorable opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H;
(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedno Default exists, (B) that the representations and warranties of the Borrower contained in Article V are true and correct, (C) there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, (1) a Material Adverse Effectmaterial adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (2) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document; and (CD) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiix) evidence (A) that of termination of all amounts outstanding commitments to extend credit under the Existing Credit Facility have been repaidand repayment of all amounts owed thereunder; and
(x) such other assurances, and certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender, or the Required Lenders reasonably may require.
(Bb) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.03, 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: Credit Agreement (Oneok Inc /New/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the prior or substantially concurrent satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a NoteNotes, each in a principal amount equal to such Lender's Commitmentof which shall be originals or telecopies (followed promptly by originals);
(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of Responsible Officers the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence customary documents and certifications of public officials as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction (A) in which it is incorporated or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessorganization;
(v) a customary opinion of Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and each Lender;
(vi) [Reserved];
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;and
(viviii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) customary evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminated; and.
(b) Any fees required to be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv), (v), (xii) or (xiv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Committed Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) Bid Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in the principal amount of the Bid Loan Sublimit;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidence the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter functionrequired to be qualified to engage in business to the extent the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and Documents, certificates of good standing and and/or qualification to engage in businessbusiness and tax clearance certificates;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been is no event event, circumstance, action, suit, investigation or circumstance proceeding pending or threatened in any court or before any arbitrator or Governmental Authority since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and , (C) the current Debt RatingsRatings (and including a copy thereof), and (D) as to the matters described in Section 4.01(d);
(vivii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E heretoform and substance satisfactory to the Administrative Agent;
(viiviii) the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 1998, 1999 and 2000, including balance sheets, income and cash flow statements, all audited and opined on by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal period ended September 30, 2001, and such other financial information as the Administrative Agent may request;
(ix) information as requested by the Administrative Agent or any Lender regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(x) evidence (A) that all amounts outstanding under the Existing Credit Facility has been or concurrently with the Closing Date is being terminated, all indebtedness and obligations of the Borrower incurred thereunder (other than Existing Letters of Credit) have been repaidbeen, or with the initial Credit Extension hereunder on the Closing Date will be, repaid and the Borrower released from all liability thereunder except such as by their express terms survive such repayment and termination., and (B) that the "commitments" of the lenders all Liens securing obligations under the Existing Credit Facility have been or concurrently with the Closing Date are being terminatedreleased;
(xi) the Multi-Year Revolving Credit Agreement has been executed and delivered by all parties thereto and the conditions set forth in Sections 4.01 and 4.02 thereof as of the Closing Date have been satisfied or waived in accordance with its terms;
(xii) notice of appointment of the initial Responsible Officer(s);
(xiii) a Compliance Certificate signed by a Responsible Officer dated as of the Closing Date demonstrating compliance with the financial covenants contained in Section 7.11 as of the end of the fiscal quarter most recently ended prior to the Closing Date;
(xiv) evidence of all insurance required by the Loan Documents;
(xv) an initial Request for Credit Extension and an initial Request for Alternative Rate, if any; and
(xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) In the good faith judgment of the Administrative Agent and the Lenders:
(i) there shall not have occurred or become known to the Administrative Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect;
(ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and
(iii) the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the Borrower or any Subsidiary is a party or by which any of them or their properties is bound.
Appears in 1 contract
Sources: Credit Agreement (Stryker Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of outside counsel to the Loan Parties acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agent;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower;
(x) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under final non-appealable court orders related to the Existing Credit Facility have been Met-Coil Bankruptcy and the terms and conditions of the Channeling Injunction received by the Borrower and Met-Coil Systems Corporation on the terms and conditions satisfactory to the Agent and the Lenders , and
(xi) such other assurances, certificates, documents, consents or concurrently with opinions as Agent, the L/C Issuer, Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by Agent, Borrower shall have paid all reasonable Attorney Costs of Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent).
(d) The Closing Date shall have occurred on or before October 19, 2004.
Appears in 1 contract
Sources: Credit Agreement (Mestek Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each the Responsible Officer thereof Officers authorized to act as a Responsible Officer Officers in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so would not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, (B) all governmental, shareholder and third party consents and approvals necessary for the Borrower to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to obtain would not reasonably be expected to have a Material Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance (after giving effect to the Term Loans hereunder) with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending June 30, 2018 (which calculation, including a detailed calculation of each such financial covenant, has been delivered to the Administrative Agent prior to Closing); (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require; and
(ix) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender at least five (5) days prior to the Closing Date required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act including, without limitation, the information described in Section 10.18; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower.
(b) There shall not have occurred since June 30, 2018 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent.
(c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; and (C) , as determined by the current Debt Ratings;Administrative Agent.
(vid) an affirmative opinion Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under prior to or on the Existing Credit Facility have been repaid, and (B) that Closing Date. Without limiting the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of counsel to the Borrowers, addressed to the Administrative Agent and each Lender (which opinion shall expressly permit reliance by successors and permitted assigns of the addressees thereof);
(vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which June 30, 2016 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of counsel to the Borrower addressing last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended December 31, 2016, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended December 31, 2016, together with related consolidated statements of operations and retained earnings and cash flows for such matters as are set forth in Exhibit E heretofiscal quarter and the then elapsed portion of such fiscal year;
(viiix) [reserved];
(x) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaidAgreement has been, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being terminatedbeing, paid in full; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder.
(c) Unless waived by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent on before February 28, 2006:
(a) Unless waived by all the Lenders (or by the The Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt have received all of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer dated the date of the Borrower, each dated the Closing Date initial Credit Extension (or, in the case of certificates of governmental officials, a recent date before the Closing Datedate of the initial Credit Extension) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note;
(ii) each Guaranty required by Section 6.11 on the Closing Date, each in a principal amount equal to such Lender's Commitmentif any, and the Pledge and Security Agreement;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require require, in form and substance satisfactory to establish the identities of and verify Administrative Agent, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Restricted Person is duly organized or formed, and that each of the Borrower and each Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Winston & ▇▇▇▇▇▇ LLP, counsel to the Restricted Persons in each case in form and substance satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender;
(vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(vii) the Initial Financial Statements;
(viii) evidence satisfactory to the Administrative Agent of the compliance by each Restricted Person with its obligations under the Collateral Documents (including, without limitation, the obligation to deliver stock certificates accompanied by instruments of transfer and stock powers and UCC financing statements);
(ix) a completed Perfection Certificate dated the date of the initial Credit Extension and executed by an Responsible Officer of each Restricted Person, together with all attachments contemplated thereby, including (A) certified copies of UCC, 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 such Restricted Person as debtor and that are filed in the state and county jurisdictions in which such Restricted Person is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search;
(x) evidence that each Restricted Person shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including, without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Administrative Agent;
(xi) a certificate of a Responsible Officer of each Restricted Person either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Restricted Person and the validity against such Restricted Person of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vxii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vixiii) a duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower, reflecting, among other matters, compliance by the Borrower, on a pro forma basis after giving effect to the initial Credit Extension hereunder, with the provisions of Section 7.12; and
(xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the LC Issuer or the Majority Lenders reasonably may require.
(b) The Borrower shall have received the net cash proceeds of a public offering of limited partnership interests of the Borrower registered under the Securities Act in an affirmative opinion amount sufficient to cause the Consolidated Funded Debt of the Borrower to be less than or equal to $420,000,000 after the application of such proceeds to such debt, and such proceeds shall have been so applied.
(c) All Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the date of the initial Credit Extension, the commitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated and all Liens securing obligations (including Hedging Contracts) in connection with the Existing Credit Agreement shall have been or shall concurrently be released.
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under Administrative Agent to the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been extent invoiced prior to or concurrently with on the Closing Date are being terminated; andDate, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Lord, Bissell & Brook LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Financial Strength Ratings;
(viviii) an affirmative opinion such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viid) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before June 30, 2007. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, validly existing, and that the Borrower is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E;
(vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special Texas counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F;
(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiix) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminatedterminated and all outstanding obligations thereunder have been paid in full; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware, as well as any other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of McGuireWoods LLP, counsel to the Borrower, addressed to the Administrative Agent and each jurisdiction Lender, as to the matters set forth in Exhibit G;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be 44 in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which not previously disclosed in the Borrower's public filings with the SEC that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;.
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and, if applicable, all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid to the Administrative Agent and/or the Arrangers on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, which settlement shall occur within thirty (30) days after the closing date if reasonably practicable).
(d) The Closing Date shall have occurred on or before September 30,2002.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, the Guaranty and the Contribution Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
; Table of Contents (iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and each Consolidated Subsidiary is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has a substantial operating facility; including certified copies of except to the Borrower's Organization Documents and certificates of good standing and qualification extent that failure to engage in business;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or do so could not reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; and
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, the Pledge Agreement, the Security Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes an original Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of such Loan Party in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, including, certified copies of the Borrower’s Organization Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates;
(v) a favorable opinion of , counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G hereto and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals of Governmental Authorities and other Persons required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and, required in connection with the Loan Documents and the transactions contemplated thereby, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified stating that no such consents, licenses or approvals are so required;
(vii) copies of the Borrower's Organization Documents financial statements referred to in Sections 5.05(a) and certificates of good standing (b), and qualification to engage in business;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; , and (C) a calculation of the current Debt RatingsConsolidated Leverage Ratio, on a Pro Forma Basis, after giving effect to the Purchase;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) original certificates evidencing all of the issued and outstanding shares of capital stock or other Equity Interest required to be pledged pursuant to the terms of the Pledge Agreement, which certificates shall be accompanied by undated stock powers duly executed in blank by each relevant pledgor in favor of the Administrative Agent;
(x) the original Intercompany Notes required to be pledged pursuant to the terms of the Pledge Agreement, duly endorsed in blank by each relevant pledgor in favor of the Administrative Agent;
(xi) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the Closing Date, listing all effective UCC financing statements, tax liens and judgment liens which name any Loan Party, as the debtor, and which are filed in the jurisdictions in which the Loan Parties are organized or have any property or assets, and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the date hereof and listed on Schedule 7.01);
(xii) acknowledgment copies of UCC financing statements (or delivery in proper form for filing) naming the Borrower and each other Loan Party as the debtor and the Administrative Agent as the secured party, which such UCC financing statements have been filed, or have been delivered for filing, under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the Security Agreement and the Pledge Agreement;
(xiii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreements have been or concurrently with the Closing Date are being terminatedterminated and all Liens securing obligations under the Existing Credit Agreements have been or concurrently with the Closing Date are being released;
(xiv) the Acquisition Documents, copies of which shall have been delivered to the Administrative Agent, shall be in full force and effect, duly executed by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and all conditions precedent thereto shall have been satisfied, or with the prior written approval of the Administrative Agent and the Lenders, waived, and copies thereof shall have been delivered to the Administrative Agent; and
(xv) a duly executed letter agreement, substantially in the form of Exhibit K hereto, from each holder of Existing Subordinated Debt.
(b) Any reasonable fees and expenses required to be paid on or before the Closing Date shall have been paid.
(c) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements of counsel as shall constitute its reasonable estimate of such fees, charges and disbursements of counsel incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) There shall exist (i) no order, decree, judgment, ruling, injunction, writ, temporary restraining order or other order of any nature issued by any court or Governmental Authority or (ii) no action, suit, proceeding, investigation, litigation, claim, dispute or proceeding, pending, threatened or contemplated, at law or in equity, in arbitration or before any Governmental Authority by or against or affecting any Consolidated Party or against any of their respective properties or revenues, in each case, that (A) purports to affect, pertain to or enjoin or restrain the execution, delivery and performance of the Loan Documents and any other Transaction Document or any transactions contemplated hereby or thereby, (B) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect or (C) purports to affect the legality, validity or enforceability of any Loan Document or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.
(e) Since December 31, 2004, there shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to the date hereof.
(f) The Closing Date shall have occurred on or before September 30, 2005. Without limiting the generality of the provisions of Section 9.04, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇ & Whitney, LLP as special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, in the form of Exhibit E;
(vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements which October 2, 2010 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (CD) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) a Compliance Certificate for the Borrower and its Subsidiaries, prepared as of the last day of the fiscal quarter thereof ended most recently prior to the Closing Date;
(x) evidence (A) that the Existing 2006 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts outstanding owing to the lenders and administrative agent thereunder have been paid in full, and all Liens securing obligations under the Existing 2006 Multi-Year Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and the L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, 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
Conditions of Initial Credit Extension. The obligation of each Lender the Lenders to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement and the other Loan Documents, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the BorrowerBorrowers;
(ii) Notes a Note executed by the Borrower Borrowers in favor of each Lender requesting such that requests a Note, each in a principal amount equal to such Lender's Commitment;
(iii) amendments to such other Loan Documents as Administrative Agent may reasonably require to effect the terms of this Agreement, including, if the Borrower has adopted or has any trademarks that are registered with the United States Patent and Trademark Office (“USPTO”) and are not covered by a prior filing of Administrative Agent’s security interest therein with the USPTO, a supplemental grant with respect to such trademarks;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the each Borrower is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;
(vi) a favorable opinion or opinions of counsel to the Borrowers, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of each Borrower signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by, and the validity against, such Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, which consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate of each Borrower signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viix) an affirmative opinion of counsel evidence that all Insurance Requirements have been met and that all insurance required to the Borrower addressing such matters as are set forth be maintained pursuant thereto is in Exhibit E hereto;effect; and
(viix) evidence such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.
(Ab) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative The Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Borrower's Chief Legal Officer, addressed to the Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan --------- Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) in which it is incorporated attaching copies of all documents evidencing other necessary actions, approval or has any headquarter function, consents with respect to the Loan Documents or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such actions, approvals or consents are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections -------- 4.02(a) and (b) have been satisfied, and (B) that there has been no ------- --- event or circumstance since the date of the Audited Financial Statements which December 31, 2005 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;; and
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that the Existing Indebtedness has been or concurrently with the Closing Date is being terminated and all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Indebtedness have been or concurrently with the Closing Date are being terminated; andreleased.
(b) The ▇▇▇▇▇▇ Credit Agreement shall have become effective in accordance with its terms.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative The Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Borrower's Chief Legal Officer, addressed to the Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan --------- Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) in which it is incorporated attaching copies of all documents evidencing other necessary actions, approval or has any headquarter function, consents with respect to the Loan Documents or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such actions, approvals or consents are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections -------- 4.02(a) and (b) have been satisfied, and (B) that there has been no ------- --- event or circumstance since the date of the Audited Financial Statements which December 31, 2005 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;; and
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that the Existing Indebtedness has been or concurrently with the Closing Date is being terminated and all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Indebtedness have been or concurrently with the Closing Date are being terminated; andreleased.
(b) The Alexander & B▇▇▇▇▇▇ Credit Agreement shall have become effective in accordance with its terms.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of a Senior Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which Base Financials that has had, either individually or could be reasonably expected to have in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vivii) an affirmative opinion a duly completed Compliance Certificate as of counsel the last day of the fiscal quarter of the Borrower most recently ended prior to the Borrower addressing such matters as are set forth in Exhibit E heretoClosing Date, signed by a Responsible Officer of the Borrower;
(viiviii) evidence [Intentionally Reserved]; and
(Aix) that all amounts outstanding under such other assurances, certificates, documents, consents or opinions as the Existing Credit Facility have been repaidAdministrative Agent, and the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(Bb) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (New York Times Co)
Conditions of Initial Credit Extension. The obligation of the Fronting Bank and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, in-house counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2010, signed by a Responsible Officer of the Borrower;
(ix) the Audited Financial Statements (which shall be unqualified), the Projections and the most recently filed Statutory Statements for each Material Subsidiary;
(x) each Material Subsidiary shall have an affirmative opinion A- stable Financial Strength Rating; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Fronting Bank or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viid) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before May 28, 2010. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Tower Group, Inc.)
Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder is on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Syndication Agent, Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) Notes a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting such a Revolving Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) favorable opinions of Skadden, Arps, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender; and
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effectcurrent Debt Ratings; and (C) that, as of the current Debt Ratings;date of the last financial statements delivered pursuant to the Existing Credit Agreement, the Borrower was in pro forma compliance with the financial covenants contained in Section 7.10.
(vib) an affirmative opinion Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent)).
(viii) evidence Upon the reasonable request of any Lender made in writing at least ten (A10) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested by such Lender that satisfies all amounts outstanding under requirements of regulatory authorities applicable to such Lender and such Lender’s internal policies and procedures in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Existing Credit Facility have been repaidPatriot Act, and in each case at least five (B5) that the "commitments" of the lenders under the Existing Credit Facility have been or concurrently with Business Days prior to the Closing Date are being terminated; andand (ii) at least five (5) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall have delivered, to each Lender that so requests at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower.
(d) The Administrative Agent’s receipt of an executed copy of a certificate signed by a Responsible Officer certifying the Borrower’s Sustainability Metric Components for the calendar year ended December 31, 2020 (solely for purposes of this Section 4.01(d), reflecting the Boundary Properties that the Borrower has owned and that were in service for the period of two (2) full consecutive calendar years ended December 31, 2020). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any 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
Conditions of Initial Credit Extension. The obligation obligations of the L/C Issuer and each Lender to make its initial Credit Extension Extensions hereunder is are subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselthe Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such certificates a certificate from a Responsible Officer of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary each of the Borrower as (A) attesting to the Administrative Agent may require resolutions of the Borrower’s Board of Directors (or equivalent) and, if necessary, shareholders (or equivalent) of the Borrower, authorizing its execution, delivery, and performance of this Agreement and any other Loan Documents to establish which the identities of and verify Borrower is to become a party, (B) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party, and (C) certifying as true, correct and complete, copies of the Borrower’s Organization Documents, as amended, modified, or supplemented to the date hereof;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent;
(vi) a certificate signed by of a Responsible Officer (x) of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required and (y) of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence a duly completed Compliance Certificate as of the last day of the fiscal quarter of Equinix ended on September 30, 2021 (Aprovided that compliance with the Financial Covenant shall be calculated on a pro forma basis after giving effect to the Indebtedness incurred hereunder and the use of proceeds thereof on the Closing Date), signed by a Responsible Officer of the Borrower;
(viii) that pay-off statements from the Existing Administrative Agent with respect to all amounts outstanding obligations under the Existing Credit Facility Agreement and other Existing Loan Documents;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) lien search results, dated as of a recent date, together with copies of all effective Uniform Commercial Code financing statements that name the Borrower as debtor; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.
(b) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have been repaidprovided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (B5) that days prior to the "commitments" of Closing Date.
(c) Any fees required to be paid to the lenders under Administrative Agent, the Existing Credit Facility have been Joint Lead Arrangers or concurrently with the Lenders on or before the Closing Date are being terminated; andshall have been paid, including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in the amounts so specified.
(d) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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: Credit Agreement (Equinix Inc)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower Responsible Officers as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, in the form of Exhibit E;
(vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements which January 3, 2015 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (CD) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E hereto;effect; and
(viiix) evidence such other assurances, certificates, documents, consents or opinions as the Administrative Agent and the L/C Issuers or the Required Lenders reasonably may require.
(Ab) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, Agreement and the Security Agreement sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Revolving Note executed by the Borrower in favor of each Lender requesting such a Revolving Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent 49 may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and each other Letter of Credit Obligor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of (x) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, counsel to the Borrower, OARC and Clearwater and (y) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, counsel to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Specialty, each addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viid) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before September 30, 2004. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals originals, electronic copies or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated on or about the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Revolving Credit Note executed by the Borrower in favor of each Lender requesting such a Revolving Credit Note, each in a principal amount equal to such Lender's Commitment;
(iii) the Swing Line Note executed by the Borrower, if requested by the Swing Line Lender;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as of or about the Closing Date as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower as of or about the Closing Date is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated its state of incorporation or has any headquarter function, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessorganization and/or domicile;
(vvi) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents under New York law) as the Required Lenders may reasonably request;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that all amounts outstanding the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and that obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedsatisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees (including upfront fees to the Lenders) required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel (to the extent the Borrower has agreed to be liable therefor) to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) days in advance of the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before April 30, 2012. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, which notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, Agreement and the Guaranty sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of counsel to the Loan Parties acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agent and its counsel;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(ix) [Reserved];
(x) such financial information with respect to the Borrower’s fiscal year ended December 31, 2005 as may be reasonably requested by Agent and discussed with the Borrower; provided, that Agent shall be satisfied with the nature and substance of such information and discussions;
(xi) such information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its subsidiaries as may be reasonably requested by Agent, the nature and substance of such information to be satisfactory to the Agent and its counsel;
(xii) such information regarding the Borrower’s (A) accounts receivable aging, (B) backlog information, (C) business segment financial performance, and (D) tunneling job financial performance, in each case as of December 31, 2005, as may be requested by the current Debt RatingsAgent, the nature and substance of such information to be satisfactory to the Agent;
(vixiii) an affirmative opinion Uniform Commercial Code, tax and judgment lien searches as the Agent may reasonably requires, results of which to be satisfactory to the Agent;
(xiv) the representations and warranties of Borrower and each other Loan Party contained in Article V hereof or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, and
(xv) such other assurances, certificates, documents, consents or opinions as Agent, the L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower addressing such matters as are set forth in Exhibit E hereto;and Agent).
(viid) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before February 20, 2006. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent unless waived by Lender:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) ), unless otherwise noted herein, and each in form and substance reasonably satisfactory to the Administrative Agent Lender and its legal counsel:
(i) executed counterparts of this AgreementAgreement and, other than a Note, each other Loan Document, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent Lender may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender, as to the matters set forth in Exhibit D-1 and such other matters concerning the Borrower and the Loan Documents as the Lender may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such material consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such material consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied unless waived by Lender and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and the Lender has been named as additional insured and/or loss payee thereunder;
(ix) (A) the corporate organizational structure, capital structure and ownership of the Borrower and its Subsidiaries and the structure utilized to consummate the merger of the Borrower into a wholly owned Subsidiary of ▇▇▇▇ Corporation pursuant to the Merger Agreement and the definitive documentation relating thereto, including the Merger Agreement, shall be reasonably satisfactory to the Lender, (B) such definitive documentation shall have been executed and delivered by all parties thereto and shall be in full force and effect and in compliance in all material respects with applicable laws and regulations, (C) such definitive documentation shall be delivered to the Lender and certified by a Responsible Officer of the Borrower and (D) the Borrower shall be, and a Responsible Officer of the Borrower shall certify to the Lender that the Borrower is, in compliance with all such definitive documentation;
(x) the Borrower shall have delivered to the Lender a certificate of a Responsible Officer, in form and substance satisfactory to the Lender, to the effect that the representations and warranties in Article V are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by the Lender; provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition; and
(xi) on the Closing Date, the Lender shall have received a certificate from a Responsible Officer of the Borrower dated the Closing Date, substantially in the form of Exhibit F annexed hereto and with appropriate attachments, in each case demonstrating that, after giving effect to the consummation of the transactions contemplated by the Loan Documents, the Borrower will be Solvent; and
(xii) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) The Borrower shall have paid all Attorney Costs of the Lender to the extent invoiced prior to or on the Closing Date.
(d) There shall not be pending or threatened any action, suit, investigation, litigation or proceeding in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; .
(e) The Borrower shall have obtained all material Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and the continued operation of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the Closing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.
(f) The Lender shall have received evidence satisfactory to it that the Borrower and its Subsidiaries shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings (other than the filing or recording of items described in clauses (ii), (iii) and (Civ) below) that may be necessary or, in the current Debt Ratings;
(vi) an affirmative opinion of counsel the Lender, desirable in order to create in favor of the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaidLender, a valid and (Bupon such filing and recording) that perfected First Priority security interest in the "commitments" of entire personal and mixed property Collateral. Such actions shall include the lenders under the Existing Credit Facility have been or concurrently with the Closing Date are being terminated; andfollowing:
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (ivv) or (vi) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) the Audited Financial Statements and unaudited financial statements for the fiscal quarter ended September 30, 2002;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower a Responsible Officer as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(ivv) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated or has any headquarter functionrequired to be qualified to engage in business, or (B) in which it has including a substantial operating facility; including certified copies copy of the Borrower's Organization Documents and Documents, certificates of good standing and and/or qualification to engage in businessbusiness and tax clearance certificates;
(vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and , (C) the current Debt Ratings or Corporate Credit Ratings, as applicable, and (D) the properties of the Borrower and its Material Subsidiaries are insured with financially sound and reputable insurance companies in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower and its Subsidiaries operate;
(vivii) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth substantially in the form of Exhibit E heretoE;
(viiviii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" Borrower is entering into the Amended and Restated 364-Day Credit Agreement to be effective as of the lenders under Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Existing Credit Facility have been Administrative Agent, the L/C Issuer, or concurrently with the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇ & Whitney, LLP, special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements which September 30, 2006 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (CD) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viiix) a Compliance Certificate for the Borrower and its Subsidiaries, prepared as of the last day of the fiscal quarter thereof ended most recently prior to the Closing Date;
(x) evidence that (Aa) that the Existing 2003 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts outstanding owing to the lenders and administrative agent thereunder have been paid in full, and all Liens securing obligations under the Existing 2003 Multi-Year Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being released and (b) the Existing 2004 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts owing to the lenders and administrative agent thereunder have been paid in full, and all Liens (if any) securing obligations under the Existing 2004 Multi-Year Credit Agreement have been or concurrently with the Closing Date are being released; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and the L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, Agreement sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require evidencing (A) the authority of the Borrower to establish enter into this Agreement and the identities of other Loan Documents and verify (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) copies of the Borrower’s Organization Documents and such evidence other documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in which it is incorporated where its ownership, lease or has any headquarter functionoperation of properties or the conduct of its business requires such qualification, or (B) in which it has except to the extent that failure to do so could not reasonably be expected to have a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessMaterial Adverse Effect;
(v) a favorable opinion of L▇▇▇▇▇▇ & G▇▇▇ ▇.▇., counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since February 1, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect;
(viii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower as of the Closing Date after giving effect to the transactions contemplated hereby;
(ix) the Ratification Agreement;
(x) all other Loan Documents, each duly executed by the Borrower;
(xi) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Borrower, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent and (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof;
(xiii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require.
(b) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on December 31, 2009, and executed by a Responsible Officer of the Borrower.
(c) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrower and that there has been no Material Adverse Effect since the date of the Audited Financial Statements which has most recent financial information delivered to the Administrative Agent.
(d) The Administrative Agent shall have received and be satisfied with (i) a Consolidated income statement for the Borrower’s Fiscal Year ending February 1, 2009 and (ii) a balance sheet and statement of cash flow, by quarter for the Borrower’s Fiscal Year ending February 1, 2009, each prepared in conformity with GAAP and consistent with the Borrower’s then current practices.
(e) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;.
(vif) an affirmative opinion There shall not have occurred any default of any Material Contract of the Borrower which could reasonably be expected to have a Material Adverse Effect.
(g) The consummation of the transactions contemplated hereby shall not violate any Applicable Law or any Organization Document.
(h) All fees required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full.
(i) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viij) evidence the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
(Ak) No material changes in governmental regulations or policies affecting the Borrower or any Credit Party shall have occurred prior to the Closing Date.
(l) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that all amounts outstanding has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans.
(m) After giving effect to (i) the first funding under the Existing Credit Facility have been repaidLoans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (Biii) that all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $40,000,000. Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative AgentThe Lender's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Lender and its legal counsel:
(i) executed counterparts of this Agreement, the Guaranty and the Pledge and Security Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentBorrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent Lender may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent Lender may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of S▇▇▇▇▇ & H▇▇▇▇▇▇▇, PLLC, counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E hereto;effect; and
(viiix) evidence such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.
(Ab) that The Loan Parties shall have taken all amounts outstanding under actions necessary to perfect the Existing Credit Facility have been repaidsecurity interests of the Pledge and Security Agreement in the Collateral, including the delivery to the Lender of instruments and certificates as contemplated thereby, and (B) shall have provided to the Lender evidence satisfactory to the Lender and its legal counsel confirming that the "commitments" security interests of the lenders under Lender in the Existing Credit Facility have been Collateral pursuant to the Pledge and Security Agreement are first priority security interests, subject only to Permitted Liens.
(c) Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(d) The Borrower shall have paid all Attorney Costs of the Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, validly existing, and that the Borrower is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E;
(vi) a favorable opinion of ▇▇▇▇▇, Liddell & ▇▇▇▇, LLP, special Texas counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F;
(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (bc) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) no Change of Control Determination Event has occurred; (D) the current Debt Ratings; and (E) a calculation of the ratio of Consolidated Total Indebtedness to Total Capital as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date;
(viix) an affirmative opinion of counsel evidence that all insurance required to be maintained pursuant to the Borrower addressing such matters as are set forth Loan Documents has been obtained and is in Exhibit E heretoeffect;
(viix) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have Agreement has been or concurrently with the Closing Date are is being terminatedterminated and all outstanding obligations thereunder have been paid in full; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all Except to the Lenders (or by extent deferred to a reasonable later date after the Closing Date at the reasonable discretion of the Administrative Agent with respect pursuant to immaterial matters or items specified in clause (iv) below with respect to which that certain Post-Closing Agreement entered into between the Borrower has given assurances satisfactory to Company and the Administrative Agent that such items shall be delivered promptly following as of the Closing Date), a copy of which will be delivered to each of the Lenders, the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the each signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this AgreementAgreement and each other Loan Document, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the each Borrower;
(ii) Notes a Note executed by the Borrower Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the each Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the each Borrower set forth on SCHEDULE 4.01 is duly organized or formed, and that each such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Greenberg Traurig, LLP, counsel to the Borrowers, and local ▇▇▇▇▇▇▇ ▇n ▇▇▇▇▇▇a, Texas, California, Colorado and Arizona, each addressed to the Administrative Agent and each Lender, as to the matters set forth in EXHIBIT G and such other matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and consummation of the transaction contemplated in the Loan Documents by each Borrower and the validity against any Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections SECTIONS 4.02(a) and (bB) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion projected consolidated balance sheets and related statements of counsel income, retained earnings and cash flow for the Company and its Subsidiaries for the five fiscal years following the Closing Date (such financial statements to the Borrower addressing such matters as are set forth in Exhibit E heretobe based upon good faith assumptions);
(viiix) a copy of (i) the Audited Financial Statements, and (ii) an unaudited consolidated balance sheet and related consolidated statements of income and cash flow of the Company and its Subsidiaries as of March 31, 2004, each as filed with the SEC;
(x) evidence (A) that all amounts outstanding insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a copy of each Management Agreement and each Material Agreement;
(xii) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in places required by applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Lien (subject to Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Liens in and to such other Collateral as the Administrative Agent may require, including without limitation the delivery by the Borrowers of certificates evidencing Pledged Interests, if applicable, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto;
(xiii) Uniform Commercial Code search results showing only Permitted Liens and those Liens which are being terminated in connection with the payoff and termination of the Existing Credit Agreement;
(xiv) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Agreement have been or concurrently with the Closing Date are being terminatedreleased; and
(xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of SECTION 9.04, 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
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Husch B▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which Prospectus that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viviii) an affirmative opinion a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(ix) pro forma financial statements which demonstrate, in the Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants contained in this Agreement;
(x) A Form U-1 for the Borrower whereby, among other things, the Borrower represents and warrants that the proceeds of each Loan may be used to purchase and carry margin stock and the Borrower therein concurring with the assessment of the market value of any margin stock and other investment property described therein;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) the Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;and the Administrative Agent).
(viie) evidence (A) that all amounts outstanding under The Closing Date shall have occurred on or before September 24, 2010. Without limiting the Existing Credit Facility have been repaid, and (B) that the "commitments" generality of the lenders under provisions of the Existing Credit Facility have been or concurrently last paragraph of Section 9.03, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the prior or substantially concurrent satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a NoteNotes, each in a principal amount equal to such Lender's Commitmentof which shall be originals or telecopies (followed promptly by originals);
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of Responsible Officers the Borrower as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing in its jurisdiction of organization;
(v) a customary opinion of Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Arrangers and qualified the Administrative Agent and addressed to engage in business in the Administrative Agent and each jurisdiction Lender;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution and delivery by the Borrower and performance by the Borrower of its payment obligations hereunder, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;and
(viviii) an affirmative opinion of counsel to customary evidence that the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaidAgreement, and (B) that the "commitments" of the lenders under the Existing Credit Facility if any, have been or concurrently with the Closing Date are being terminated; andreleased.
(b) Any fees required to be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative The Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary secretary or Assistant Secretary assistant secretary of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Borrower's Chief Legal Officer, addressed to the Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) in which it is incorporated attaching copies of all documents evidencing other necessary actions, approval or has any headquarter function, consents with respect to the Loan Documents or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such actions, approvals or consents are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which December 31, 2010 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;Ratings (if any); and
(vi) an affirmative opinion of counsel to the Borrower addressing such matters as are set forth in Exhibit E hereto;
(viiviii) evidence (A) that the Existing Indebtedness has been or concurrently with the Closing Date is being terminated and all amounts outstanding Liens securing obligations under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility Indebtedness have been or concurrently with the Closing Date are being terminated; andreleased.
(b) The M▇▇▇▇▇ Credit Agreement shall have become effective in accordance with its terms.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(d) Unless waived by the Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each Lender and each L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, the Guaranty and the Contribution Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's CommitmentNotes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower and each other Loan Party is duly organized or formed, and that the Borrower and each other Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Stoel Rives LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is incorporated or has any headquarter functiona party, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which May 31, 2005 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the current Debt RatingsConsolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date;
(viviii) an affirmative opinion of counsel to such other assurances, certificates, documents, consents or opinions as the Borrower addressing such matters as are set forth in Exhibit E hereto;Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require.
(viib) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, and (B) that the "commitments" of the lenders under the Existing Credit Facility have been Any fees required to be paid on or concurrently with before the Closing Date are being terminated; andshall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before November 11, 2005. Without limiting the generality of the provisions of Section 9.04, 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
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) eight (8) (or such lesser amount as the Administrative Agent shall agree) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender Agreement and the BorrowerGuaranty and each Security Instrument;
(iiA) Notes a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting such a Revolving Note, (B) a Term Loan Note executed by the Borrower in favor of each Term Loan Lender requesting a Term Loan Note and (C) a Swing Line Note executed by the Borrower in a principal amount equal to such favor of the Swing Line Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and its Subsidiaries (determined after giving effect to the Purchase) is validly existing, in good standing and qualified to engage in business in each jurisdiction (A) in where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect, which it is incorporated or has any headquarter functionjurisdictions are set forth as of the Closing Date on Schedule 4.01 hereto, or (B) in which it has a substantial operating facility; including certified copies of the Borrowereach Loan Party's Organization Documents and Documents, shareholders' agreements, certificates of good standing and and/or qualification to engage in business;
(v) favorable opinions of Gibson, Dunn and Crutcher LLP, counsel to the Loan Parties, ▇▇▇ ▇f ▇▇▇▇l Geo▇▇▇▇ ▇▇▇nsel to the Loan Parties, each addressed to the Administrative Agent and the Lenders in the form of Exhibits G-1 and G-2, respectively;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying certifying:
(A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, ;
(B) that there has been no event or circumstance (other than matters set forth on Schedule 5.10 to the Purchase Agreement (without giving effect to any amendment, alteration, addition, replacement or other change thereto after October 24, 2005 unless approved in writing by the Administrative Agent)) since the date of the Audited Financial Statements which June 30, 2005 that has had or could be reasonably expected to have have, either individually or in the aggregate, a Closing Date Material Adverse Effect; and ;
(C) that none of the current Debt RatingsPurchase Documents has been altered, amended, waived or otherwise changed or supplemented since their execution on October 24, 2005, in any respect materially adverse to the Borrower, the Administrative Agent or the Lenders, except to the extent agreed to by prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld;
(viD) that (I) the Purchase has been consummated, or is being consummated substantially simultaneously herewith, in accordance in all material respects with the terms of the Purchase Documents and all other material documents with respect to the Purchase and in material compliance with applicable Laws and regulatory approvals, (II) the consent listed on Schedule 12.3 of the Purchase Agreement has been obtained (if such consent is required), (III) such consent is in force and effect, (IV) all applicable waiting periods have expired (including the expiration or early termination of any Hart-Scott-Rodino waiting period) without any action being taken by ▇▇▇ ▇▇▇▇rnmental Authority that could restrain, prevent or impose any material adverse conditions on the Purchase or that could seek or threaten any of the foregoing, and (V) all conditions precedent to the consummation of the Purchase have been satisfied (or will be satisfied concurrently with the consummation hereof) without waiver (except to the extent such waiver does not affect the Borrower, the Administrative Agent or the Lenders in a materially adverse manner);
(E) that after giving effect to the Purchase and all Credit Extensions under this Agreement made on the Closing Date and the incurrence of any other indebtedness on the Closing Date, the sum of (x) cash on the balance sheet of the Borrower plus (y) the amount by which the Aggregate Revolving Credit Commitments exceed the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not be less than $10,000,000;
(viii) a certificate of the chief financial officer of the Borrower stating that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, the Borrower and its Subsidiaries, measured on a consolidated basis, are Solvent;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) an affirmative opinion initial Revolving Loan Notice, if any;
(xi) an initial Term Loan Interest Rate Selection Notice, if any;
(xii) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Administrative Agent may reasonably require, including the delivery by the Borrower of all certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and
(xiii) Uniform Commercial Code search results showing only those Liens as are reasonably acceptable to the Administrative Agent.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under and the Existing Credit Facility have been repaid, and (B) that Administrative Agent). Without limiting the "commitments" generality of the lenders under the Existing Credit Facility have been or concurrently provisions of Section 9.04, 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 are being terminated; andspecifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Infocrossing Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the The Administrative Agent's ’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders:
(i) executed counterparts of this Agreement, sufficient in the number for distribution to requested by the Administrative Agent, the Syndication Agent, each Lender and the Borrower;
(ii) Notes a Note executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary Responsible Officers of the Borrower as the Administrative Agent may require to establish evidencing the identities of and verify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such evidence documents and certifications as the Administrative Agent may reasonably require to verify evidence that the Borrower is duly organized or formed, validly existing, existing and in good standing in the jurisdiction of its incorporation;
(v) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, such opinion to be addressed to the Administrative Agent and qualified to engage in business in each jurisdiction Lender and covering such matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in which it is incorporated or has any headquarter functionconnection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) in which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in businessstating that no such consents, licenses or approvals are so required;
(vvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which that has had or could be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect; , and (C) the current Debt Ratings;
(viviii) an affirmative opinion of counsel to evidence that on the Closing Date all amounts owed by the Borrower addressing such matters as are set forth in Exhibit E hereto;
(vii) evidence (A) that all amounts outstanding under the Existing Credit Facility have been repaid, Agreement are being repaid and (B) that the "commitments" all commitments of the lenders under the Existing Credit Facility have been or concurrently with the Closing Date and letter of credit issuer thereunder are being terminated; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.
(b) The Administrative Agent 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 expenses (including, without limitation, Attorney Costs of one firm) required to be reimbursed or paid by the Borrower hereunder. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 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