Conditions Precedent to Closing Date. The occurrence of the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, in form and substance satisfactory to the Lenders: (i) this Agreement, dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent; (ii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of the financial statements referred to in Section 4.1(f); (vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (viii) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date. (d) The Agent and each Lender shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date is subject to satisfaction shall become effective on the first date on which each of the following conditions precedentis satisfied (or waived in accordance with Section 9.01:
(a) The Administrative Agent (or its counsel) shall have received the following, in form and substance satisfactory to the Lenders:
(i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement, dated as ) that such party has signed a counterpart of the Closing Date this Agreement and duly executed by the Borrower, each Lender and the Agentother Loan Document to which it is a party;
(ii) copies of (Aa) the resolutions of the Board of Directors or similar governing body of each of the Borrower Company and each Guarantor, approving this Agreement and the other Loan Documents to which it is, or is to be, a partyAgreement, and (Bb) all documents evidencing other necessary corporate action on or limited liability company action, as the part of the Borrower case may be, and governmental approvals, if any, with respect to this Agreement and Agreement, in each case certified as of the other Loan Documents, certified Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the BorrowerCompany or such Guarantor, as applicable;
(iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Borrower Company and each Guarantor, dated the Closing Date, certifying the names, names and true signatures and incumbency of the officers of the Borrower Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other Loan Documents documents to which it is, be delivered by the Company or is to be, a partysuch Guarantor hereunder;
(iv) copies a certificate of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary or other authorized officer of each of the BorrowerCompany and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date;
(v) copies legal opinions of all Governmental Approvals(i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, if anyNew York and Delaware counsel to the Loan Parties, required dated the Closing Date, substantially in connection with the execution, delivery form of Exhibit C-1 hereto and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(viii) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLPWedge, special Nevada counsel for to the BorrowerLoan Parties, dated the Closing Date, substantially in substantially the form of Exhibit 3.1C-2 hereto;
(a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers;
(vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such other matters as date in an amount exceeding $100,000,000 after giving effect to the Majority Lenders, through the Agent, may reasonably request; andSpin Transaction;
(viii) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.a Notice of Borrowing in accordance with Section 2.02;
(bix) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date (1) no later than five Business Days in advance of the Closing Date Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth writing by any Lender at least ten Business Days in Section 4.1 of this Agreement are true and correct on and as of the date advance of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and Date, which documentation or other information is continuing that constitutes an Unmatured Default or an Event of Default.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT ActAct and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and
(x) as requested by of the Agent or such LenderClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.
Appears in 1 contract
Sources: Credit Agreement (Perspecta Inc.)
Conditions Precedent to Closing Date. The occurrence of Lender’s obligation to make the Closing Date Loan is subject to satisfaction of the following conditions precedentcondition precedent that:
(a) The Agent Lender shall have received the followingreceived, in form and substance reasonably satisfactory to the LendersLender:
(i) this Agreement, dated as of the Closing Date and duly executed by copy or facsimile, whether in portable document format (pdf) or otherwise, signatures to the Borrower, each Lender and the AgentLoan Documents;
(ii) copies of the certificate of incorporation or organization (Aor its equivalent) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other each Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan DocumentsParty, certified by the Secretary of State of the State of Delaware (in the case of Borrower) or an Assistant in the case of any other Loan Party, by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation or organization, and good standing certificates (or its equivalent) of each Loan Party from the Secretary of State of the State of Delaware (in the case of Borrower) or the jurisdiction of its incorporation or organization (in the case of any other Loan Party);
(iii) duly executed copy or facsimile, whether in portable document format (pdf) or otherwise, of a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the nameseach Loan Party with respect to its Organizational Documents, true signatures incumbency and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with resolutions authorizing the execution, delivery and performance of this Agreement and Agreement, the other Loan Documents, certified by and all transactions related thereto;
(iv) the Secretary results of searches of Uniform Commercial Code and other lien filings with respect to each Loan Party in its state of incorporation or an Assistant Secretary organization and such searches shall disclose no liens on any assets encumbered, except for any liens permitted under this Agreement, or if unpermitted liens are disclosed, the Lender shall have received satisfactory evidence of release of such liens;
(v) filings satisfactory to Lender with respect to the BorrowerCollateral together with written evidence satisfactory to Lender that the same have been submitted for filing in the appropriate public filing office(s) in Lender’s sole discretion, to perfect the Lender’s Liens in the Collateral;
(vi) copies a legal opinion of counsel to the financial statements referred Loan Parties, in form and substance reasonably satisfactory to in Section 4.1(f)the Lender;
(vii) reserved;
(viii) a rolling weekly detailed budget through Q12018, including information on a line item basis as to (1) projected cash receipts and (2) projected disbursements (including ordinary course operating expenses and restructuring expenses one-time expenses, and capital expenditures and (3) projected net working capital (“Weekly Budget”);
(ix) Borrower shall issue the favorable opinions, which permit reliance by permitted assigns of each Loan & Backstop Warrants to Lender or its Affiliates contemporaneously with the making of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1Loan;
(ax) (vii) all necessary third party and as to such other matters as the Majority Lendersgovernmental consents, through the Agent, may reasonably requestwaivers and approvals; and
(viiixi) such any other approvals, opinions and instruments or documents as any reasonably requested by Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent Lender shall have received a certificate payment of a duly authorized officer of the Borrower, dated the date of all Lender Expenses incurred through the Closing Date and in sufficient copies for each LenderDate, stating that:
(i) including without limitation, the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of Expense Deposit, up to the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of DefaultExpense Cap.
(c) The Borrower Lender shall have paid completed its regulatory, legal and business due diligence, which shall be satisfactory to Lender.
(d) Lender shall have a first priority perfected security interest in the Collateral (subject to any filings or other instruments to obtain Control that may occur after the Closing Date as permitted by Lender).
(e) The representations and warranties in this Agreement shall be true, accurate, and complete in all costs and expenses respects as of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) Closing Date, as certified by the Loan Parties as of the Closing Date.
(df) The Agent and each Lender No Default or Event of Default shall have received all documentation occurred and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation be continuing or result from the PATRIOT Act, as requested by Loan.
(g) There has not been any Material Adverse Change since the Agent or such Lenderdate of the Term Sheet that is continuing.
Appears in 1 contract
Sources: Loan and Security Agreement (Falconstor Software Inc)
Conditions Precedent to Closing Date. The occurrence of conditions precedent to closing on the Closing Date is subject shall be the execution, where applicable, and delivery to satisfaction the Agent of the following conditions precedentitems described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lendersfrom each Borrower:
(i) a counterpart of this Agreement, dated as Agreement (to which all of the Closing Date Exhibits and duly Schedules have been attached) executed by the BorrowerBorrowers, each Lender the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the AgentLenders;
(ii) copies of Notes properly executed by the Borrowers to the Lenders, respectively; and
(Aiii) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified Swing Line Note properly executed by the Secretary or an Assistant Secretary of Borrowers to the BorrowerSwing Line Bank;
(iiiiv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of the Borrower said ▇▇▇▇▇▇▇▇, certifying the names, that (A) attached are true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) complete copies of the Restated Articles its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of Incorporation and by-laws resolutions or unanimous consent duly adopted by its Board of the BorrowerDirectors, together with all amendments thereto, certified by the Secretary members or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with partners authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the other Loan Documentsincumbency and specimen signature of each officer of each Borrower executing this Agreement, certified by the Secretary or an Assistant Secretary Notes, any of the Borrower;
Loan Documents or other documents delivered in connection herewith or therewith; and (vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiii) such other approvals, opinions and documents as any Lender, through the Agent, Agent may reasonably request.
(bc) The following statements shall be true and correct, and the Agent shall have received from each Borrower a certificate of a duly authorized officer President, Senior Vice President, an Executive Vice President or a Vice President of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
Borrower certifying (i) the truth of the representations and warranties set forth made by such Borrower in Section 4.1 of this Agreement are true Agreement, and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred the absence of the occurrence and is continuing that constitutes an Unmatured continuance of any Default or an Event of Default.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The occurrence obligations of the Lender to make Loans hereunder on the Closing Date is are subject to satisfaction of the following conditions precedentprecedent that:
(a) The Agent Lender shall have received the following, each in form and substance reasonably satisfactory to the LendersLender:
(i) executed copies of (x) this Agreement from each of Cadista and the Guarantor and (y) the Note, the Security Agreement, dated as of the Closing Date Guarantee Agreement, the Mortgage(s) and duly executed by the Borrower, each Lender and the Agentother Loan Document from each Loan Party party thereto;
(ii) copies of (A) the resolutions a copy of the Board Certificate of Directors Incorporation of each Loan Party, certified as of a recent date by the Secretary of State or similar authority of its jurisdiction of formation;
(iii) a copy of the Borrower approving this Agreement and the other Bylaws of each Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan DocumentsParty, certified by the Secretary or an Assistant Secretary or other authorized person of the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other such Loan Documents to which it is, or is to be, a partyParty;
(iv) copies a copy of resolutions or other authorizing documents of each Loan Party approving the Restated Articles of Incorporation and by-laws Loan Documents to which such Loan Party is a party and, in the case of the Borrower, together with all amendments thereto, certified the Borrowings hereunder and the Merger;
(v) an incumbency certificate executed by the Secretary or an Assistant Secretary or other authorized person of each Loan Party or equivalent document, each certifying the names and signatures of the Borrower;
(v) copies officers of all Governmental Approvals, if any, required in connection with such Loan Party or other Persons authorized to sign the execution, delivery and performance of this Agreement Loan Documents and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowerdocuments to be delivered hereunder;
(vi) copies a favorable opinion of counsel for the financial statements referred Loan Parties, addressed to in Section 4.1(f)the Lender with respect to issues under Delaware and New York law, dated the Closing Date;
(vii) evidence that all insurance required to be maintained pursuant to the favorable opinionsLoan Documents has been obtained and is in effect, which permit reliance by permitted assigns together with certificates of each insurance naming the Lender as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Agent Borrower and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; andGuarantor that constitute Collateral;
(viii) such evidence of payment of all costs, expenses, fees and other approvals, opinions compensation (including attorneys’ fees and documents as expenses) required to be paid to the Lender by the Loan Parties pursuant to this Agreement or any Lender, through other written agreement on or prior to the Agent, may reasonably request.Closing Date;
(bix) The following statements shall be true and correct, and the Agent shall have received a certificate from the Chief Financial Officer of a duly the Borrower or other authorized officer with knowledge of the Borrower, financial position of the Loan Parties dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) certifying as to the representations and warranties matters set forth in Section 4.1 5.01(q) of this Agreement are true and correct on and as to Solvency;
(x) an executed copy of the date Merger Certificate, in form and substance reasonably acceptable to the Lender;
(xi) the Merger shall have been (or shall substantially concurrently be) consummated in accordance with the terms described in the applicable documentation related thereto (including the Merger Certificate), and no provision in such documentation shall have been amended or waived in any respect adverse to the interests of the Closing Date as though made on and as Lender without the prior written consent of such date; andthe Lender;
(iixii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event evidence of Default.satisfaction of the Security Requirement;
(cxiii) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received all such documentation and other information required by that the Lender reaspnably requests as to the Loan Parties in order for the Lender to comply with its regulatory authorities requirements and its internal policies, including its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Patriot Act;
(xiv) duly executed subordination agreements in substantially the form of Exhibit H in respect of all present and future intercompany Debt of the Borrower, determined on a Consolidated basis, presently owing or committed to any of its Affiliates, in form and substance acceptable to the Lender;
(xv) a letter from the Process Agent indicating its irrevocable consent to its appointment as process agent for the Guarantor and Cadista and accepting its appointment as process agent for the Guarantor and Cadista in connection contemplated by the Loan Documents;
(xvi) a copy of an opinion of the financial advisor to Cadista, addressed to Cadista’s Special Committee of the Board of Directors, that the offer price to be paid by Jubilant in connection with the consummation of the Merger (other than to holders of dissenter’s rights) is fair from a financial point of view to the holders of Cadista’s shares (other than Jubilant and its affiliates), which opinion is expected to be filed, together with with Cadista’s Schedule 14D-9, with the Securities and Exchange Commission;
(xvii) evidence that all governmental, regulatory and other third party consents and approvals required in connection with the Loan Documents have been obtained and are in full force and effect;
(xviii) evidence that each Loan Party has obtained all permits and licenses necessary to engage in the transactions contemplated hereby, and that such permits and licenses are in full force and effect;
(xix) results of an audit of the inventory of Jubilant and Cadista, completed by an external auditor chosen by the Lender in its sole discretion, in form and substance reasonably acceptable to the Lender;
(xx) a copy of the audited financial statements of Cadista and the Guarantor, on a Consolidated basis, as requested at the end of such Person’s fiscal year accompanied by an unqualified report and opinion thereon of KNAV P.A. or such other independent certified public accountants reasonable acceptable to the Lender, and a copy of the unaudited balance sheet, income statement and cash flow statement of Jubilant, prepared on a standalone and not on a Consolidated basis, as at the end of Jubilant’s last fiscal year; and
(xxi) a down date endorsement to the Title Policy (as defined in the Mortgage) or, if an endorsement is not available, a letter from the title company that issued such Title Policy, showing “nothing further” of record affecting the subject Mortgaged Property from the date of recording of such Mortgage, except such matters as Lender approves in writing in its sole discretion;
(b) the representations and warranties contained in this Agreement and the other Loan Documents shall be true, correct and complete in all material respects on and as of the Closing Date as though made on and as of the date of the Closing Date both before and after giving effect to the Merger, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date;
(c) no event or condition shall have occurred and be continuing that would constitute an Event of Default or Potential Event of Default;
(d) the following statements shall be true and the Lender shall have received the notice of borrowing required by Section 2.01(b), which notice shall be deemed to be a certification by the Agent Borrower that:
(i) the representations and warranties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of such date as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date;
(ii) no event or condition has occurred and is continuing, or would result from such Borrowing, that would constitute an Event of Default or Potential Event of Default;
(iii) all Loan Documents are (and upon consummation of the Merger will be) in full force and effect and each Loan Party will have performed in all material respects all agreements and satisfied all conditions which this Agreement and other Loan Documents provide shall be performed or satisfied by it on or before such date; and
(iv) since the date of the most recent audited financial statements of each Loan Party received by the Lender, no Material Adverse Effect has occurred; and
(e) not more than three (3) months shall have passed since the occurrence of the Effective Date.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions precedent:, except as otherwise agreed or waived pursuant to Section 13.1.
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received on the followingClosing Date, in form and substance satisfactory to the Lenders:
written opinions of (i) this Agreement, dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇▇ and ▇& ▇▇▇▇▇ LLP, counsel for to the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viii) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correctCredit Parties, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred ▇▇▇▇▇▇ & ▇▇▇▇, local Oklahoma counsel to the Credit Parties, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank and is continuing that constitutes an Unmatured Default or an Event of Defaultthe other Secured Parties and (C) in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsels to deliver such legal opinions.
(c) The Borrower Administrative Agent shall have paid all costs and expenses received, in the case of each Credit Party, each of the items referred to in subclauses (i), (ii) and (iii) below:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official);
(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying:
(A) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,
(C) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (i) above, and
(D) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party.
(iii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above.
(d) The Administrative Agent (including counsel fees or its counsel) shall have received executed copies of the Guarantee and disbursements) incurred through (and for of the Collateral Agreement, each executed by each Person which statements have been provided prior to) will be a Guarantor on the Closing Date.
(de) The Collateral Agent (or its counsel) shall have received:
(i) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2.
(ii) all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank for all Equity Interests of each Lender Subsidiary directly owned by any Credit Party, in each case as of the Closing Date.
(f) On the Closing Date, the Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit J hereto and signed by an Authorized Officer of the Borrower.
(g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-anti- money laundering rules and regulations, including without limitation limitation, the PATRIOT ActPatriot Act that has been requested not less than five (5) Business Days prior to the Closing Date.
(h) The Administrative Agent shall have received the Initial Reserve Reports in a form reasonably acceptable to the Administrative Agent along with (i) a certificate provided by the chief engineer of the Borrower or its Affiliates on behalf of the Borrower certifying the Initial Reserve Reports as being true and accurate in all material respects based upon the best information reasonably available as of the date of the report and (ii) a certificate from an Authorized Officer dated as of the Closing Date, certifying, after giving effect to the EnerVest Acquisition and the Harvest Acquisition, the aggregate PV-10 of the Proved Reserves included in the Initial Reserve Reports (and identifying which Proved Reserves included in the Initial Reserve Reports will not be acquired and the aggregate PV-10 of such Proved Reserves).
(i) The Administrative Agent shall have received (i) pro forma consolidated financial statements (to the extent available), lease operating statements, production volume (prepared on a monthly basis) and revenue information (prepared on a monthly basis) for the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2019 (and the Borrower shall use reasonable efforts to deliver such statements and information through the fiscal quarter ended September 30, 2019) giving pro forma effect to the Transactions and a pro forma balance sheet of the Borrower and its subsidiaries as of the Closing Date giving pro forma effect to the Transactions (in each case, which need not be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and including other adjustments reasonably acceptable to the Administrative Agent) and (ii) projections prepared by management of balance sheets, income statements and cash flow statements of the Borrower and its subsidiaries, reflecting information on a quarterly basis for the first year after the Closing Date and annually thereafter for a period of five years in the aggregate (and which will not be materially inconsistent with information provided to the Administrative Agent or its Affiliates prior to September 1, 2019).
(j) The Administrative Agent shall have received appropriate UCC search certificates and other lien searches reflecting no prior Liens encumbering the properties of the Borrower and its Restricted Subsidiaries for each jurisdiction requested by the Administrative Agent (other than those being assigned or such Lenderreleased on or prior to the Closing Date or Liens permitted by Section 10.2).
(k) The Administrative Agent shall have received promissory notes duly completed and executed for each Lender that has requested a promissory note at least one Business Day prior to the Closing Date;
(l) The Administrative Agent shall have received Mortgages covering the Collateral Coverage Minimum duly executed and acknowledged by the applicable Credit Party, which shall include all of the EnerVest Acquisition Properties and the Harvest Acquisition Properties.
(m) The Administrative Agent shall have received from the Borrower title opinions or other information in form and substance reasonably acceptable to the Administrative Agent demonstrating satisfactory title to at least 85% of the PV-10 of the Credit Parties’ total Proved Reserves, including all of the EnerVest Acquisition Properties and the Harvest Acquisition Properties; provided that Borrower shall be deemed to have not provided information demonstrating satisfactory title for any Proved Reserves that are not Mortgaged Properties.
(n) The Administrative Agent shall have received a Notice of Borrowing as required by Section 2.3(a)(i).
(o) The Lenders, the Administrative Agent and the Lead Arranger shall have received all fees required to be paid hereunder, to the extent invoiced prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), and all expenses for which invoices have been presented, on or before the Closing Date.
(p) The Lenders, the Administrative Agent and East West Bank shall have received all fees required to be paid as of the Closing Date under the Fee Letter on or before the Closing Date.
(q) The Administrative Agent shall be reasonably satisfied with the environmental condition of the EnerVest Acquisition Properties, it being agreed that in order to be considered unsatisfactory for the purpose of this condition, a deficiency or defect in the environmental condition of the EnerVest Acquisition Properties must, in the aggregate, result in an aggregate defect value greater than or equal to $1,000,000.
(r) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Harvest Acquisition Properties, it being agreed that in order to be considered unsatisfactory for the purpose of this condition, a deficiency or defect in the environmental condition of the Harvest Acquisition Properties must, in the aggregate, result in an aggregate defect value greater than or equal to $1,000,000.
(s) [Reserved].
(t) The Administrative Agent shall have received copies of all UCC-3s, mortgage releases, and other lien release documentation that will be delivered or filed in connection with the EnerVest Acquisition and the Harvest Acquisition.
(u) All Hedge Agreements to which the Borrower is a party shall have been novated by the counterparty thereto to East West Bank or an affiliate thereof pursuant to a novation agreement reasonably satisfactory to East West Bank.
(v) [Reserved].
(w) An Authorized Officer shall have executed and delivered to the Administrative Agent an Acquisition Certificate on the Closing Date, certifying, immediately prior to the execution and delivery of this Agreement by all parties hereto (i) that the Borrower and EnerVest are ready, able and willing to consummate the EnerVest Acquisition pursuant to the EnerVest PSA, subject only to the execution and delivery of this Agreement by all parties hereto, without the waiver of any material condition precedent, (ii) the net adjustments to the “Purchase Price” under the EnerVest PSA, (iii) a schedule of any assets excluded from the EnerVest Acquisition Properties to be acquired by the Borrower on the Closing Date and (iv) all uncured defects in title and environmental (determined without consideration of any applicable thresholds or deductibles) in connection with the EnerVest Acquisition.
(x) An Authorized Officer shall have executed and delivered to the Administrative Agent an Acquisition Certificate on the Closing Date, certifying, immediately prior to the execution and delivery of this Agreement by all parties hereto (i) that the Borrower and Harvest are ready, able and willing to consummate the Harvest Acquisition pursuant to the Harvest PSA, subject only to the execution and delivery of this Agreement by all parties hereto, without the waiver of any material condition precedent, (ii) the net adjustments to the “Purchase Price” under the Harvest PSA, (iii) a schedule of any assets excluded from the Harvest Acquisition Properties to be acquired by the Borrower on the Closing Date and (iv) all uncured defects in title and environmental (determined without consideration of any applicable thresholds or deductibles) in connection with the Harvest Acquisition.
(y) The Administrative Agent shall have received a certificate from an Authorized Officer certifying that it has provided a true and complete copy of the PSA (including all exhibits, schedules, annexes and other attachments thereto, all amendments, waivers, modifications and consents related thereto, and all other agreements related thereto) to the Administrative Agent.
(z) To the extent that ▇▇▇▇▇▇▇▇ qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to Borrower.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date is subject Lenders to satisfaction make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received the following, in form and substance satisfactory a favorable written opinion (addressed to the Lenders:
Administrative Agent and the Lenders and dated the Closing Date) of (i) this Agreement, dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of Exhibit B-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, P.A., substantially in the form of Exhibit B-2 and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Small, P.C., substantially in the form of Exhibit B-3, in each case counsel for the Borrower, and, in substantially the form case of Exhibit 3.1
(a) (vii) and as to each such opinion required by this paragraph, covering such other matters relating to the Loan Parties or the Loan Documents as the Majority Lenders, through the Agent, may Required Lenders shall reasonably request; and
(viii) . The Borrower hereby requests such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of counsel to deliver such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Defaultopinions.
(c) The Borrower Administrative Agent shall have paid all costs received such documents and expenses certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Loan Documents and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance satisfactory to the Administrative Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Dateits counsel.
(d) The Administrative Agent shall have received a certificate, dated the Closing Date and each Lender signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and such other matters (including, without limitation, the accuracy of the representation set forth in Section 3.18) as may be reasonably required by the Administrative Agent.
(e) The Administrative Agent shall have received all documentation fees and information other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(f) All governmental and third party approvals (if any) necessary or, in the opinion of the Administrative Agent, advisable in connection with the Loan Documents and the transactions contemplated thereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and 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 Loan Documents or the transactions contemplated thereby.
(g) The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date and (ii) unaudited consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to subclause (i) of this paragraph (g) as to which such financial statements are available.
(h) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to paragraph (e) of such defined term) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or delivered to Administrative Agent for filing. Notwithstanding anything to the contrary set forth in this paragraph (h), the Administrative Agent shall be satisfied in its sole discretion that the Borrower shall be taking all action reasonably necessary to comply with paragraph (e) of the Collateral and Guarantee Requirement within the period set forth therein.
(i) The Administrative Agent shall have received satisfactory evidence that on the Closing Date (including concurrently with the occurrence thereof) the Borrower and its Subsidiaries shall have (i) repaid in full all amounts outstanding under the Existing Credit Agreement, (ii) terminated any commitments to lend or make other extensions of credit under the Existing Credit Agreement, (iii) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing all amounts owed under the Existing Credit Agreement or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to the Administrative Agent with respect to the continuance of the Existing Letters of Credit on Schedule 1.1C outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Borrower and its Subsidiaries with respect thereto.
(j) The Administrative Agent shall have received evidence that the insurance required by regulatory authorities under Section 5.09 and the Security Documents is in full force and effect and that the Collateral Agent, for the benefit of the Lenders, has been named as additional insured and loss payee thereunder.
(k) The consummation of the Agreement and the other transactions contemplated hereby shall not (i) violate any applicable “know your customer” law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any agreement of the Borrower or any of its Subsidiaries after giving effect to the Agreement and anti-money laundering rules the other transactions hereby, except such as would not reasonably be expected to have a Material Adverse Effect.
(l) Except to the extent disclosed on Schedule 4.01(l), there shall be no litigation or administrative proceeding that would reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall notify the Borrower and regulationsthe Lenders of the Closing Date, including without limitation and such notice shall be conclusive and binding. Notwithstanding the PATRIOT Actforegoing, as requested by the Agent obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 31, 2010 (and, in the event such Lenderconditions are not so satisfied or waived, the Commitments shall terminate at such time).
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make an Advance on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) this Agreement, dated as of the Closing Date and duly executed by the Borrowereach Loan Party, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowerapplicable Loan Party;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names, true signatures and incumbency of the officers of the Borrower such Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles Certificate of Incorporation (or comparable charter document) and by-laws or limited liability company agreement, as applicable, of the Borrowereach Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the BorrowerLoan Party;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowereach Loan Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Coie LLP, counsel for the BorrowerLoan Parties, in substantially the form of Exhibit 3.1
(a) (vii3.1(a)(v)(ii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(viii) an account designation letter in form and in substance satisfactory to the Agent; and
(viiiix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each LenderBank, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and;
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender Bank shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender.
(e) The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrower.
(f) [Reserved].
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of conditions precedent to closing on the Closing Date is subject shall be the execution, where applicable, and delivery to satisfaction the Agent of the following conditions precedentitems described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lendersfrom each Borrower:
(i) a counterpart of this Agreement, dated as Agreement (to which all of the Closing Date Exhibits and duly Schedules have been attached) executed by the BorrowerBorrowers, each Lender the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the AgentLenders;
(ii) copies of Notes properly executed by the Borrowers to the Lenders, respectively; and
(Aiii) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified Swing Line Note properly executed by the Secretary or an Assistant Secretary of Borrowers to the BorrowerSwing Line Bank;
(iiiiv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of the Borrower said Borrower, certifying the names, that (A) attached are true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) complete copies of the Restated Articles its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of Incorporation and by-laws resolutions or unanimous consent duly adopted by its Board of the BorrowerDirectors, together with all amendments thereto, certified by the Secretary members or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with partners authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the other Loan Documentsincumbency and specimen signature of each officer of each Borrower executing this Agreement, certified by the Secretary or an Assistant Secretary Notes, any of the Borrower;
Loan Documents or other documents delivered in connection herewith or therewith; and (vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiii) such other approvals, opinions and documents as any Lender, through the Agent, Agent may reasonably request.
(bc) The following statements shall be true and correct, and the Agent shall have received from each Borrower a certificate of a duly authorized officer President, Senior Vice President, an Executive Vice President or a Vice President of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
Borrower certifying (i) the truth of the representations and warranties set forth made by such Borrower in Section 4.1 of this Agreement are true Agreement, and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred the absence of the occurrence and is continuing that constitutes an Unmatured continuance of any Default or an Event of Default.
(cd) The Borrower the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have paid been paid.
(j) evidence that all costs UCC-1 filings and expenses other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Dateits counsel.
(dk) The Agent and each Lender shall have received evidence of insurance required by Section 9.3.
(l) all documentation and other information required requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
(m) At least five days prior to the Closing Date, if any Borrower qualifies as requested by a “legal entity customer” under the Agent or Beneficial Ownership Regulation, such LenderBorrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make an Advance on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) this Agreement, dated as of the Closing Date and duly executed by the Borrowereach Loan Party, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowerapplicable Loan Party;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names, true signatures and incumbency of the officers of the Borrower such Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles Certificate of Incorporation (or comparable charter document) and by-laws or limited liability company agreement, as applicable, of the Borrowereach Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the BorrowerLoan Party;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowereach Loan Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Coie LLP, counsel for the BorrowerLoan Parties, in substantially the form of Exhibit 3.1
(a) (vii3.1(a)(v)(ii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(viii) an account designation letter in form and in substance satisfactory to the Agent;
(ix) evidence that that certain Term Loan Credit Agreement, dated as of April 26, 2018, by and among the Borrower, the Guarantor, the banks parties thereto and U.S. Bank National Association, as administrative agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (or shall concurrently be repaid with the proceeds of the Advances hereunder); and
(viiix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each LenderBank, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and;
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender Bank shall have received (i) all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender and (ii) in the event that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower.
(e) The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrower.
(f) [Reserved].
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make an Advance on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) this Agreement, dated as of the Closing Date and duly executed by the Borrowereach Loan Party, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowerapplicable Loan Party;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower applicable Loan Party certifying the names, true signatures and incumbency of the officers of the Borrower Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles Certificate of Incorporation (or comparable charter document) and by-laws or limited liability company agreement, as applicable, of the Borrowereach Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the BorrowerLoan Party;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrowereach Loan Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit 3.1(a)(v)(ii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(viii) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1
(a) (viiviii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each LenderBank, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and;
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender Bank shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender.
(e) The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrower.
(f) Reasonably satisfactory arrangements shall have been made for (i) the payment of all existing Debt under the Existing Credit Agreements, (ii) the termination of all commitments (if any) in respect thereof and (iii) the release of all guarantees and security therefor.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:: 42
(i) this Agreement, dated as of the Closing Date and duly executed by the each Borrower, each Lender Lender, each LC Issuing Bank and the Agent;
(ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by each Borrower;
(iii) copies of (A) the resolutions of the Board of Directors of the each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the each Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the such Borrower;
(iiiiv) a certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names, true signatures and incumbency of the officers of the such Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(ivv) copies of the Restated Articles Certificate of Incorporation (or comparable charter document) and by-laws of the each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the such Borrower;
(vvi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the each Borrower;
(vivii) copies of the financial statements referred to in Section 4.1(f);
(viiviii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of of:
(A) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Coie LLP, counsel for the BorrowerBorrowers, in substantially the form of Exhibit 3.1
(a) (vii3.1(a)(viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiB) Local counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the each Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties of such Borrower set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of DefaultDefault with respect to such Borrower.
(c) The Borrower Borrowers shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Credit Agreement to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received at least five business days prior to the Closing Date all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, .
(e) The Agent shall have confirmed receipt of all accrued and unpaid interest and fees payable pursuant to the Existing Credit Agreement as requested by of the Agent or such LenderClosing Date.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Conditions Precedent to Closing Date. The occurrence of This Agreement shall become effective on the Closing Date is subject to satisfaction first date on which each of the following conditions precedentprecedent have been satisfied:
(a) The Administrative Agent shall have received the following, each dated the same date, in form and substance satisfactory to the LendersAdministrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender:
(i) this This Agreement, dated as of the Closing Date and duly executed by each of the Borrowerparties hereto, each and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by the AgentBorrower and payable to such Lender;
(ii) Certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, party and (B) of all documents evidencing any other necessary corporate action on the part of the Borrower with respect to this Agreement and the other such Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names, names and true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other each Loan Documents Document to which it the Borrower is, or is to bebecome, a partyparty and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date;
(iv) copies Forecasts of consolidated balance sheets and statements of income of the Restated Articles Borrower and its Subsidiaries for each fiscal year ending after such date until the third (3rd) anniversary of Incorporation and by-laws of such date (the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower“Projections”);
(v) copies An opinion of all Governmental Approvals▇▇▇▇▇ Day, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of special counsel for the Borrower;
(vi) copies A certificate of an Authorized Officer of the financial statements referred to Borrower certifying the satisfaction of the conditions specified in Section 4.1(f);3.03(i) with respect to the Borrower; and
(vii) the favorable Such other certifications, opinions, which permit reliance by permitted assigns of each of the Agent financial or other information, approvals and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters documents as the Majority Lenders, through the Administrative Agent, any Fronting Bank or any other Lender may reasonably request; and
(viii) , all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other approvals, opinions and documents Lender (as any Lender, through the Agent, case may reasonably requestbe).
(b) The following statements shall be true and correct, and the Administrative Agent shall have received a certificate of a the Fee Letters, duly authorized officer executed by each of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Defaultparties thereto.
(c) The Borrower shall have paid paid, or caused to be paid, all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) payable in accordance with the Closing DateFee Letters.
(d) The Administrative Agent and each Lender shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT ActPatriot Act (including, as for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent or such Lenderon behalf of the Lenders prior to the date hereof.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Conditions Precedent to Closing Date. The occurrence of the Closing Date is and the obligation of the Lenders and the L/C Issuer to make the initial Credit Extensions hereunder are subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received Administrative Agent’s receipt of the followingfollowing unless otherwise specified, each properly executed by the relevant parties, and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent;
(ii) copies an omnibus reaffirmation by MGM Resorts and each Loan Party of each Transaction Document to which it is a party (Aand including a reaffirmation by MGM Resorts of its obligations under the MGM Resorts Completion Guarantee) in substantially the form of Exhibit F;
(iii) such additional certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Loan Party as the Board Administrative Agent may reasonably require evidencing the identity, authority and capacity of Directors of the Borrower approving each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Transaction Documents to which it is, or such Loan Party is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Restated Articles conduct of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrowerits business requires such qualification;
(v) copies of evidence that all Governmental Approvalsinsurance required to be maintained pursuant to the Transaction Documents has been obtained and is in effect, if any, required in connection together with the executioncertificates of insurance, delivery and performance of this Agreement and naming the other Loan DocumentsCollateral Agent, certified by the Secretary or an Assistant Secretary on behalf of the BorrowerLender Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Borrower and its Subsidiaries, and Lionel, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP▇▇, Nevada counsel to Borrower and its Subsidiaries, covering such matters as the Administrative Agent may request and addressed to the Administrative Agent, the Collateral Agent and each Lender;
(vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) modifications to the Deed of Trust and to the Circus Deeds of Trust, together with title instructions in form and substance satisfactory to the Administrative Agent shall have been executed by Nevada Title Company, as agent for Commonwealth Title Insurance Company irrevocably authorizing the Borrowerrecordation of such modifications on the Closing Date, with irrevocable commitments to issue title insurance endorsements that are requested by the Administrative Agent in substantially its reasonable discretion (including, without limitation, a date down and modification endorsement) to the policies issued in respect of the Deed of Trust and the Circus Deeds of Trust, comparable in form of Exhibit 3.1
and substance to existing coverage or otherwise acceptable to the Administrative Agent in its reasonable discretion and, (a) (vii) and as to the endorsement to the policy issued in respect of the Deed of Trust, providing mechanics’ lien coverage substantially similar to such other matters policy’s existing mechanics’ lien coverage and (b) as to the Majority Lenders, through endorsements to the Agent, may reasonably requestpolicies issued in respect of the Circus Deeds of Trust containing no exceptions for mechanics’ liens; and
(viiiix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.promissory notes executed by Borrower in favor of each Lender requesting a promissory note pursuant to Section 2.08(a);
(b) The following statements shall be true and correct, and the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing evidence that constitutes an Unmatured Default or an Event of Default.
(c) The Borrower shall have paid all costs interest and fees outstanding under the Existing Credit Agreement; and
(c) all fees and expenses required to be paid pursuant to the Fee Letter to the Administrative Agent, the Arrangers and the Lenders on or before the Closing Date shall have been paid or otherwise arranged for to the satisfaction of the Agent (including counsel fees and disbursements) incurred through (and Administrative Agent. Without limiting the generality of the provisions of Section 9.03(e), for which statements have been provided prior to) purposes of determining compliance with the Closing Date.
(d) The Agent and conditions specified in this Article IV, 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 all documentation notice from that Lender prior to the proposed Closing Date specifying its objection thereto. Upon the satisfaction of the foregoing conditions, this Agreement shall concurrently become effective to amend and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation restate the PATRIOT Act, as requested by the Agent or such LenderExisting Credit Agreement in its entirety.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence of conditions precedent to closing on the Closing Date is subject shall be the execution, where applicable, and delivery to satisfaction the Agent of the following conditions precedentitems described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lendersfrom each Borrower:
(i) a counterpart of this Agreement, dated as Agreement (to which all of the Closing Date Exhibits and duly Schedules have been attached) executed by the BorrowerBorrowers, each Lender the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the AgentLenders;
(ii) copies of Notes properly executed by the Borrowers to the Lenders, respectively; and
(Aiii) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified Swing Line Note properly executed by the Secretary or an Assistant Secretary of Borrowers to the BorrowerSwing Line Bank;
(iiiiv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the namessaid Borrower, ▇▇▇▇▇▇ying that (A) attached are true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) complete copies of the Restated Articles its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of Incorporation and by-laws resolutions or unanimous consent duly adopted by its Board of the BorrowerDirectors, together with all amendments thereto, certified by the Secretary members or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with partners authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the other Loan Documentsincumbency and specimen signature of each officer of each Borrower executing this Agreement, certified by the Secretary or an Assistant Secretary Notes, any of the Borrower;
Loan Documents or other documents delivered in connection herewith or therewith; and (vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiii) such other approvals, opinions and documents as any Lender, through the Agent, Agent may reasonably request.
(bc) The following statements shall be true and correct, and the Agent shall have received from each Borrower a certificate of a duly authorized officer President, Senior Vice President, an Executive Vice President or a Vice President of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
Borrower certifying (i) the truth of the representations and warranties set forth made by such Borrower in Section 4.1 of this Agreement are true Agreement, and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred the absence of the occurrence and is continuing that constitutes an Unmatured continuance of any Default or an Event of Default.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, as requested by the Agent or such Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The occurrence of the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) this Agreement, dated as of the Closing Date and duly executed by the each Borrower, each Lender Lender, each LC Issuing Bank and the Agent;
(ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by each Borrower;
(iii) copies of (A) the resolutions of the Board of Directors of the each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the each Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the such Borrower;; 60
(iiiiv) a certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names, true signatures and incumbency of the officers of the such Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(ivv) copies of the Restated Articles Certificate of Incorporation (or comparable charter document) and by-laws of the each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the such Borrower;
(vvi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the each Borrower;
(vivii) copies of the financial statements referred to in Section 4.1(f);
(viiviii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of of:
(A) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Coie LLP, counsel for the BorrowerBorrowers, in substantially the form of Exhibit 3.1
(a) (vii3.1(a)(viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viiiB) Local counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the each Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties of such Borrower set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of DefaultDefault with respect to such Borrower.
(c) The Borrower Borrowers shall have paid (i) all fees payable hereunder or payable to ▇▇▇▇▇ Fargo Securities, LLC and JPMorgan Chase Bank, N.A. pursuant to each of its fee letters dated November 18, 2021, and the Existing Credit Agreement to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) The Agent and each Lender shall have received at least five business days prior to the Closing Date all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, . 61
(e) The Agent shall have confirmed receipt of all accrued and unpaid interest and fees payable pursuant to the Existing Credit Agreement as requested by of the Agent or such LenderClosing Date.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligations of the Lenders to make the Closing Date Loans and of the Issuing Banks to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions precedent:, except as otherwise agreed or waived pursuant to Section 13.1.
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received on the followingClosing Date, in form and substance satisfactory to the Lenders:
written opinions of (i) this Agreement, dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇▇ and ▇& ▇▇▇▇▇ LLP, counsel for to the BorrowerCredit Parties, in substantially the form of Exhibit 3.1
(a) (vii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(viii) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred McAfee & ▇▇▇▇, local Oklahoma counsel to the Credit Parties, and is continuing that constitutes an Unmatured Default or an Event of Default(iii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., local Kansas counsel to the Credit Parties, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank and the other Secured Parties and (C) in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsels to deliver such legal opinions.
(c) The Borrower Administrative Agent shall have paid all costs and expenses received, in the case of each Credit Party, each of the items referred to in subclauses (i), (ii) and (iii) below:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official);
(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying:
(A) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,
(C) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (i) above, and
(D) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party.
(iii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above.
(d) The Administrative Agent (including counsel fees or its counsel) shall have received executed copies of the Guarantee and disbursements) incurred through (and for of the Collateral Agreement, each executed by each Person which statements have been provided prior to) will be a Guarantor on the Closing Date.
(de) The Collateral Agent (or its counsel) shall have received:
(i) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2.
(ii) all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank for all Equity Interests of each Lender Subsidiary directly owned by any Credit Party, in each case as of the Closing Date.
(f) On the Closing Date, the Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit J hereto and signed by an Authorized Officer of the Borrower.
(g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-anti- money laundering rules and regulations, including without limitation limitation, the PATRIOT ActPatriot Act that has been requested not less than five (5) Business Days prior to the Closing Date.
(h) The Administrative Agent shall have received the Initial Reserve Reports in a form reasonably acceptable to the Administrative Agent along with a certificate from an Authorized Officer dated as of the Closing Date, certifying (i) the Initial Reserve Reports as being true and accurate in all material respects based upon the best information reasonably available as of the date of the report and (ii) the aggregate PV-9 of the Proved Developed Producing Reserves included in the Initial Reserve Reports.
(i) The Administrative Agent shall have received appropriate UCC search certificates and other lien searches reflecting no prior Liens encumbering the properties of the Borrower and its Restricted Subsidiaries for each jurisdiction requested by the Administrative Agent (other than those being assigned or released on or prior to the Closing Date or Liens permitted by Section 10.2).
(j) The Administrative Agent shall have received promissory notes duly completed and executed for each Lender that has requested a promissory note at least one Business Day prior to the Closing Date.
(k) The Administrative Agent shall have received a Guarantee duly executed by each Subsidiary of Borrower in existence as of the Closing Date.
(l) The Administrative Agent shall have received Mortgages substantially all Oil and Gas Properties of Borrower and its Restricted Subsidiaries, duly executed and acknowledged by the applicable Credit Party. The Administrative Agent shall have received from the Borrower title opinions or other information in form and substance reasonably acceptable to the Administrative Agent demonstrating satisfactory title to at least 90% of the PV- 9 of the Credit Parties’ total Proved Developed Producing Reserves; provided that Borrower shall be deemed to have not provided information demonstrating satisfactory title for any Proved Developed Producing Reserves that are not Mortgaged Properties.
(m) The Administrative Agent shall have received a Notice of Borrowing as required by Section 2.3(a)(i).
(n) The Lenders and the Administrative Agent shall have received all fees required to be paid hereunder, to the extent invoiced in reasonable detail at least one (1) Business Day prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), and all expenses for which invoices have been presented, on or before the Closing Date.
(o) The Lenders and the Administrative Agent shall have received all fees required to be paid as of the Closing Date under the Fee Letter or this Agreement on or before the Closing Date.
(p) The Administrative Agent shall have received copies of insurance certificates evidencing the insurance required to be maintained by the Borrower and the Restricted Subsidiaries pursuant to Section 9.3.
(q) The counterparty to all Hedge Agreements to which the Borrower is a party (other than counterparty that is a Lender or Agent or an Affiliate of a Lender or Agent or any Person described in subpart (b)(y) of the definition of Hedge Bank) shall enter into an Intercreditor Agreement and become a Secured Hedge Counterparty pursuant to subpart (b) of the definition of “Secured Hedge Counterparty.”
(r) The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness required to be repaid which confirm that all Liens upon any of the property of the Credit Parties constituting Collateral will be terminated concurrently with such Lenderpayment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash-collateralized or supported by a Letter of Credit.
(s) To the extent that ▇▇▇▇▇▇▇▇ qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to Borrower.
Appears in 1 contract
Conditions Precedent to Closing Date. The occurrence agreement of Secured Party ------------------------------------ to make the initial Loan to Debtor and to enter into this Agreement and each of the other Documents to which it is a party on the Closing Date is subject to the satisfaction (or written waiver by Secured Party) of the following conditions precedent:
(a) The Agent Secured Party shall have received each of the followingfollowing documents, duly authorized, executed and delivered by all parties thereto, in form and substance satisfactory to the LendersSecured Party:
(i) this Agreement, Agreement and the Supplement hereto dated as of the Closing Date and duly executed by the Borrower, each Lender and the Agent;Date; and
(ii) the Note;
(b) the Secured Party shall have received a duly executed officer's incumbency certificate of Debtor, in form and substance satisfactory to the Secured Party;
(c) the Secured Party shall have received independent insurance certificates and broker's undertaker letter, in form and substance satisfactory to the Secured Party relating to the Engines;
(d) the Secured Party each shall have received true and complete copies of (Ai) the Articles of Incorporation of Debtor; (ii) the By-laws of Debtor; (iii) the resolutions of the Board of Directors or other competent authority of Debtor with respect to the due authorization of the Borrower approving transactions contemplated by this Agreement and the other Loan Documents to which it is, or is to be, a party, Operative Documents; and (Biv) all documents evidencing other necessary corporate action on good standing certificates for Debtor in the part States of the Borrower with respect to this Agreement Delaware and the other Loan DocumentsNew York, certified by the Secretary or an Assistant Secretary of the BorrowerDebtor;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of the financial statements referred to in Section 4.1(f);
(viie) the favorable opinionsSecured Party shall have received the legal opinions of (i) Hewes, which permit reliance by permitted assigns of each of the Agent and the LendersGelband, of ▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to Debtor and (ii) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇, special counsel for the Borrowerin Oklahoma City, Oklahoma, in substantially each case, in form and substance satisfactory to the form of Exhibit 3.1Secured Party and addressed to the Secured Party;
(af) (vii) Debtor shall provide Secured Party with a copy of the servicing agreement between Debtor and as GE Aircraft Engine Services with respect to such other matters as the Majority Lenders, through the Agent, may reasonably request; andEngine bearing manufacturer serial number 662338;
(viiig) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent Secured Party shall have received a certificate of a duly authorized copy, certified as true and correct by an officer of Debtor of each approval and consent, if any, of any governmental or other regulatory authorities in the BorrowerUnited States, dated which are necessary for the date execution, performance and delivery of each of the Documents by each of the parties thereto;
(h) the Secured Party shall have received evidence satisfactory to it that the Engines and all other Mortgaged Property are the property of Debtor free and clear of all Liens and adverse claims or rights and that the Secured Party has, or will on the Closing Date and in sufficient copies for each Lenderhave, stating that:a first priority perfected Lien therein;
(i) no Default or Event of Default shall have occurred and be continuing and no Event of Loss or event which, with the passage of time or the giving of notice or both, would constitute an Event of Loss with respect to any Engine shall have occurred;
(j) no action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency pertaining in any way to the Engines or the transactions contemplated by this Agreement;
(k) there shall not have been, in the opinion of the Secured Party, any material adverse change in the business, operations, property or condition (financial or other) of Debtor;
(l) the representations and warranties set forth made by Debtor in Section 4.1 of this Agreement are and each other Document shall be true and correct on and as of the date Closing Date and the Debtor shall provide a certificate of an appropriate officer of Debtor to such effect;
(m) on the Closing Date as though made Date, the following statements shall be true and the Secured Party shall have received evidence satisfactory to it to the effect that:
(i) Debtor has authority to operate the Engines and the aircraft on and as of such datewhich the Engines are installed; and
(ii) no event has occurred this Agreement and is continuing the Supplement have been duly filed with the FAA for recordation;
(n) a Uniform Commercial Code financing statement or statements covering all the security interests created by this Agreement shall have been executed and delivered by Debtor, and such financing statement or statements shall have been duly filed in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Secured Party shall have been executed and delivered by Debtor and duly filed;
(o) the Secured Party shall have received evidence satisfactory to it that constitutes an Unmatured Default (i) the AAR FAA Releases have been duly executed and delivered by the parties thereto, (ii) any other Liens with respect to the Engines shall have been released and (iii) any other necessary release documentation shall have been filed with the FAA or an Event of Defaultother applicable agency.
(cp) The Borrower all appropriate action required to have been taken prior to such Drawdown Date by the Federal Aviation Administration or any governmental or political agency, subdivision or instrumentality of the United States in connection with the transactions contemplated hereby shall have paid been taken and all costs orders, permits, waivers, authorizations, exemptions and expenses approvals of such entities required to be in effect on such Drawdown Date in connection with the Agent (including counsel fees and disbursements) incurred through (and for which statements transactions contemplated hereby shall have been provided prior to) issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Closing date hereof and on such Drawdown Date.;
(dq) The Agent and each Lender Secured Party shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsproof of ownership, satisfactory to Secured Party, from Debtor as to Debtor's ownership of the Engines, including without limitation bills of sale for such Engines;
(r) Secured Party shall have received the PATRIOT Actcurrent engine status reports for each Engine, certified by a vice president of quality assurance of Debtor as requested being "true, accurate and correct";
(s) the Secured Party shall have received an appraisal and inspection report;
(t) Secured Party shall have received the Loan Fee; and
(u) the Secured Party shall have received such further documents, instruments and agreements as it shall reasonably require in connection with the transactions contemplated by the Agent or such LenderDocuments.
Appears in 1 contract
Sources: Security Agreement (Tower Air Inc)