Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date. (c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto; (iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry; (iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date. (e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower. (g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects. (h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Takeda Pharmaceutical Co LTD), Term Loan Credit Agreement (Takeda Pharmaceutical Co LTD)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of a draft of the Original Scheme Press ReleaseRelease or Offer Press Announcement (as applicable, depending upon whether it is proposed at that time to effect the Target Acquisition by way of a Scheme or Takeover Offer) substantially in the form in which it is proposed to be issued.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Administrative Agent shall have received copies of the Hedge Agreements (if any) that have been entered into in connection with the Target Acquisition and/or the Bridge Facility.
(i) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: 364 Day Bridge Credit Agreement (Takeda Pharmaceutical Co LTD), 364 Day Bridge Credit Agreement (Takeda Pharmaceutical Co LTD)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.018.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the its officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each of (i) Linklaters Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.018.01), and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: Three Year Term Loan Credit Agreement (AbbVie Inc.), 364 Day Term Loan Credit Agreement (AbbVie Inc.)
Conditions Precedent to Effective Date. This Agreement shall become effective The agreement of each Lender to make the initial Extension of Credit requested to be made by it is subject to the satisfaction, on and as or before June 30, 2016, of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived set forth in accordance with this Section 9.01):4.01:
(a) The Receipt by Administrative Agent (of each of the following, each of which shall be originals, facsimiles or its counsel) shall have received from pdf copies unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third party hereto either certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative Agent:
(i) a counterpart Executed counterparts of (a) this Agreement, executed and delivered by Borrower, Administrative Agent and each Person listed on Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided that the requirements of this Agreement and the other Loan Documents signed on behalf of such party or clause (iii) may be satisfied by customary written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile electronic transmission of a signed signature page of this Agreementpage) that such party has signed a counterpart of to this Agreement.Agreement or the Guarantee Agreement (as applicable));
(bii) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before a certificate of each Loan Party, dated the Effective DateDate and executed by a secretary, each dated on assistant secretary or about Responsible Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the certificate or articles of incorporation, formation or organization of such date:
Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended (iexcept as attached thereto) Certified copies since the date reflected thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) a true and complete copy of the resolutions or similar written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing documentation the execution, delivery and performance of the governing bodies Loan Documents, and, in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the Borrower authorizing officers, managers, directors or authorized signatories of such Person Loan Party authorized to enter into and perform its obligations under sign the Loan Documents to which it such Loan Party is a party;
(ii) Certified copies of party on the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretoEffective Date;
(iii) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(e) and (f) have been satisfied and (B) that there has been no event or circumstance since the date of the Borrower attaching Reference Statements which has a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registryMaterial Adverse Effect;
(iv) A customary certificate An opinion of the counsel to Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.; and
(dv) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified All information requested by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, any Lender in writing at least 3 five Business Days prior to the Effective Date, so long as to the extent necessary to enable such Lender to identify Borrower and Guarantors to the extent required for compliance with the PATRIOT Act or other “know your customer” rules and regulations (which requested no less than 10 information shall have been received at least two Business Days prior to the Effective Date).
(b) Any fees required to be paid on or before the Effective Date shall have been paid.
(c) Administrative Agent shall have received notice that substantially simultaneously with the Effective Date, the Existing Credit Agreement shall have been terminated in accordance with the terms of the Existing Credit Agreement, and all documentation principal, interest and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act fees owing thereunder shall have been paid.
(d) Lenders shall have received (i) audited consolidated financial statements of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its SubsidiariesSubsidiaries for the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, including if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. The documents referred to in the preceding sentence shall be deemed delivered hereunder by the filing by Borrower of its quarterly report on Form 10-Q or annual report on Form 10-K (as applicable) on the date on which such documents are posted on Borrower’s behalf on an Internet website to which each Lender and Administrative Agent has access.
(e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) The Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent shall have received a letter from to the Service of Process Agent indicating its consent extent invoiced prior to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of on the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and bindingDate.
Appears in 2 contracts
Conditions Precedent to Effective Date. This Agreement shall become effective upon the satisfaction, on and as or before June 30, 2018, of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived set forth in accordance with this Section 9.01):4.01:
(a) The Receipt by Administrative Agent (of each of the following, each of which shall be originals, facsimiles or its counsel) shall have received from pdf copies unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third party hereto either certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative Agent:
(i) a counterpart executed counterparts of (a) this Agreement, executed and delivered by Borrower, Administrative Agent and each Person listed on Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided that the requirements of this Agreement and the other Loan Documents signed on behalf of such party or clause (iii) may be satisfied by customary written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile electronic transmission of a signed signature page of this Agreementpage) that such party has signed a counterpart of to this Agreement.Agreement or the Guarantee Agreement (as applicable));
(bii) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agenta certificate of each Loan Party, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to dated the Effective Date and to executed by a secretary, assistant secretary or Responsible Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the extent certificate or articles of incorporation, formation or organization of such amounts are payable on Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or prior to articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective Date.
Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (cz) The Administrative Agent shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies a true and complete copy of the resolutions or similar written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing documentation the execution, delivery and performance of the governing bodies Loan Documents, and, in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the Borrower authorizing officers, managers, directors or authorized signatories of such Person Loan Party authorized to enter into and perform its obligations under sign the Loan Documents to which it such Loan Party is a party;
(ii) Certified copies of party on the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretoEffective Date;
(iii) A a certificate signed by a Responsible Officer of Borrower certifying that (A) the representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Borrower attaching a certificate Effective Date, (B) no Default or Event of commercial registry Default shall have occurred and be continuing and (rireki jikou zenbu shomeishoC) that there has been no event or circumstance since the date of the Borrower issued by Reference Statements which has a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registryMaterial Adverse Effect;
(iv) A customary certificate opinions of the counsel to Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.; and
(dv) The Administrative Agent shall have received satisfactory evidence of all information requested by the Borrower’s Public Debt Rating as of a reasonably recent date Arrangers in writing at least ten Business Days prior to the Effective Date, to the extent necessary to enable such Lender to identify Borrower and Guarantors to the extent required for compliance with the PATRIOT Act or other “know your customer” rules and regulations (which requested information shall have been received at least three (3) Business Days prior to the Effective Date).
(eb) The With respect to any fees due and payable on or before the Effective Date pursuant to the Fee Letter, either (i) such fees shall have been paid or (ii) arrangements satisfactory to Administrative Agent and the Arrangers shall have been made with respect to the payment of such fees.
(c) Administrative Agent shall have received a copy, certified by the Borrowerin substantially final form and in form and substance reasonably satisfactory to Administrative Agent, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.Rule 2.7
Appears in 2 contracts
Sources: Term Loan Credit Agreement (NBCUniversal Media, LLC), 364 Day Bridge Credit Agreement (NBCUniversal Media, LLC)
Conditions Precedent to Effective Date. This Agreement The Effective Date shall become effective occur on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Designated Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Designated Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Reporting Group to the Administrative Designated Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to the Fee and Syndication Letter, any fee or similar letters relating to the Loan Documents shall be paid, paid (or arrangements satisfactory to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date Designated Agent and to the extent such amounts are payable on or prior to the Effective DateArrangers shall have been made with respect thereto).
(c) The Administrative Designated Agent shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of (A) the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of each Loan Party, certified as of a recent date by the Secretary of State (or comparable authority) of its jurisdiction of organization or formation including a certification that the same has not been amended since the date of such certification, (B) the bylaws, operating agreement or similar governing document of each Loan Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate and (C) the resolutions or similar authorizing documentation of the governing bodies of each Loan Party authorizing the Borrower authorizing Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of the Borrower’s articles organization or formation of incorporationeach Loan Party, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate Responsible Officer of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower each Loan Party certifying the names and true signatures of the officers Responsible Officers of the Borrower such Loan Party authorized to sign execute and deliver this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in each case counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Designated Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Designated Agent shall have received a copy, certified by the Borrower, of a draft of the Original Press Release or Offer Press Announcement (as applicable, depending upon whether it is proposed to effect the Target Acquisition by way of a Scheme Press Releaseor Takeover Offer) in the form in which it is proposed to be issued, in each case, in form and substance reasonably satisfactory to the Arrangers; provided, that the draft provided to the Arrangers as of the date hereof and prior to the occurrence of the Effective Date is satisfactory.
(fe) The Administrative Designated Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other written information requested by each Initial Lender required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure LetterLoan Parties. The Administrative Designated Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Twenty-First Century Fox, Inc.), Bridge Credit Agreement
Conditions Precedent to Effective Date. This Agreement shall become be effective on and as upon the receipt by the Administrative Agent, not later than March 4, 2011, of the first following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or Guarantor, as the case may be, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date on which before the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01Effective Date):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group , sufficient in number for distribution to the Administrative Agent, the Arrangers each Lender and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced Borrower;
(b) a Note duly executed by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.Borrower in favor of each Lender requesting a Note;
(c) The Administrative Agent shall have received on or before the Effective Date, Guaranty duly executed by each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a partyGuarantor;
(iid) Certified copies of the Borrower’s and each Guarantor’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(iiie) A certificate copies of resolutions of the Borrower attaching a certificate Borrower’s and each Guarantor’s Board of commercial registry Directors (rireki jikou zenbu shomeishoor similar governing body) authorizing the execution, delivery and performance of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(f) copies of the certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for the Borrower and each Guarantor (dated no earlier than 45 days prior to be delivered by the Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it hereunderis qualified to do business as a foreign corporation or organization;
(g) a list of the Authorized Representatives; and
(vh) A the favorable written opinion letter of counsel to the Borrower and each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersGuarantor, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: Amendment Agreement (Cliffs Natural Resources Inc.), Term Loan Agreement (Cliffs Natural Resources Inc.)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) On the Effective Date, the Borrower and the Consolidated Group shall have sufficient Designated Cash to consummate the Transactions evidenced by a certificate of the Borrower, dated the Effective Date and delivered to the Administrative Agent, to such effect.
(d) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of each of the Borrower and each Guarantor authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporationBorrower and each Guarantor, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each of (i) Linklaters Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersOgier Legal, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Press Release in the form in which it was initially issued on July 18, 2014 (the “Original Scheme Press Release”).
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower AbbVie and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group Borrower to the Administrative Agent, the Lead Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one three Business Day Days prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies Copies of the Borrower’s charter and by-laws, and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ii) Copies of the resolutions or similar authorizing documentation of the governing bodies body of the Borrower authorizing such Person the Borrower to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies of the Borrower’s articles of incorporationDocuments, certificate of incorporation and bylaws (certified by its Secretary or comparable organizational documents) and any amendments theretoAssistant Secretary;
(iii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;Borrower; and
(iv) A customary certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the Borrower’s officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it the Borrower hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactoryhave been satisfied) (or waived in accordance with Section 9.01by the Required Lenders):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees [Reserved.]
(c) [Reserved.]
(d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer:
(i) Certifying that no Default or Event of Default shall have occurred or would occur and other amounts then due be continuing on the Effective Date;
(ii) Certifying that the representations and payable by the Consolidated Group to the Administrative Agent, the Arrangers warranties contained in Article 4 are true and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the extent Closing Date, in which case such amounts are payable representations and warranties shall not be required to be made on or prior to the Effective Date);
(iii) Certifying that as of the Effective Date the commitments under the Bridge Facility shall be reduced by $6,000,000,000 substantially concurrent with the occurrence of the Effective Date; and
(iv) Enclosing:
(A) Copies of the Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and
(B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower.
(ce) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a partyBorrower;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A customary certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it the Borrower hereunder; and
(viii) A favorable opinion letter of each of (i) Linklaters ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) . The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior Borrower hereby requests such counsel to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Releasedeliver such opinion.
(f) [reserved]
(g) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01by the Required Lenders), and such notice shall be conclusive conclusive, binding and bindingfinal.
Appears in 1 contract
Conditions Precedent to Effective Date. This Agreement The obligations of Lender under this Agreement, including the obligation to make any Loans hereunder, shall become effective on and as of the first date on (the "EFFECTIVE DATE") upon which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):satisfied:
(a) The Administrative Agent (or its counsel) There shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory occurred no Material Adverse Change with respect to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementCompany since March 17, 1998.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent Lender shall have received on or before the Effective Datefollowing, each dated on or about such date:in form and substance satisfactory to Lender (unless otherwise specified):
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies Board of Directors of the Borrower authorizing such Person to enter into Company approving this Agreement and perform its obligations under the each other Loan Documents Document to which it is or is to be a party;, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement and each other Loan Document.
(ii) Certified copies A copy of the Borrower’s articles Organizational Documents of incorporationthe Company, together with each amendment thereto, and, in the case of the certificate of incorporation of the Company, certified by the Secretary of State of the jurisdiction of its formation or incorporation as being a true and bylaws (or comparable organizational documents) and any amendments thereto;correct copy thereof.
(iii) A copy of a certificate of the Borrower attaching a certificate Secretary of commercial registry (rireki jikou zenbu shomeisho) State of the Borrower issued by a Legal Affairs Bureau and jurisdiction of its incorporation, dated reasonably near the Effective Date, certifying that (A) the Company has paid all information required franchise taxes to be registered the date of such certificate and (B) the Company is duly incorporated or formed and in good standing under the laws of Japan has been registered in the commercial registry;State of the jurisdiction of its organization.
(iv) A customary certificate of the Borrower Company, signed on behalf of the Company by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (B) the absence of any event occurring and continuing that constitutes a Default.
(v) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and each other Loan Document to which the company is or is to be a party and the other documents to be delivered by it hereunder; andhereunder and thereunder.
(vvi) The Guaranty executed by the Guarantor.
(vii) A favorable opinion letter of each counsel for the Company acceptable to Lender, as to the enforceability of (i) Linklaters LLP this Agreement and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklatersthe Guaranty, in each case in form and substance reasonably satisfactory to the Administrative AgentLender.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This The effectiveness of this Agreement shall become effective on and as of be subject to the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (satisfaction or waived due waiver in accordance with Section 9.0112.1 of each of the following conditions precedent, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to receipt by the Administrative Agent (of the following, each of which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paidoriginals or facsimiles (followed promptly by originals) unless otherwise specified, to the extent invoiced each properly executed by a Responsible Officer of the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, signing Loan Party each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement and the Guaranty;
(ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with:
(A) [reserved];
(B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a certificate of the Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the state of organization of each Loan Party, (B) copies attached thereto of the certificate of incorporation and by-laws (or similar organizational documents) of a recent date from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering 48 certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, and (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder;
(iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below;
(v) an opinion from ▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(vii) a copy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility;
(viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;
(ix) an executed Perfection Certificate; and
(x) a solvency certificate in the form of Exhibit I, dated the Effective Date and executed by a Financial Officer of the Borrower.
(b) All fees and reasonable and documented out-of-pocket expenses required to be paid hereunder, including the reasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or such shorter period as agreed by the Borrower) before the Effective Date shall have been paid in full in cash.
(c) [reserved].
(d) The Administrative Agent shall have received satisfactory evidence (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower’s Public Debt Rating as Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of a reasonably recent date prior cash flows and availability of the Borrower and its subsidiaries giving effect to the Transaction and covering the immediately succeeding three (3) years after the Effective DateDate in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that it is understood and agreed that the Closing Projections that have been delivered to the Administrative Agent are acceptable to the Administrative Agent.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, duly executed Notice of the Original Scheme Press ReleaseBorrowing.
(f) The Administrative Agent shall have received, received at least 3 one (1) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior Date in order to allow the Effective Date, all documentation Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention USA PATRIOT Act of Japan and (Law No. 22 of 2007, as amendedii) and the Patriot Act, a Beneficial Ownership Certification in each case relating relation to the Borrower and its Subsidiaries, including the Borrower.
(g) The following statements shall be true and correct on the Effective Date, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof:
(i) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom;
(iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and
(iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 a letter notice from such Lender prior to the Service of Process Agent indicating proposed Effective Date specifying its consent to its appointment objection thereto. Each submission by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards of a Notice of Borrowing and the form or contents acceptance by the Borrower of the Disclosure Letter. The Administrative Agent proceeds of each Loan requested therein, shall notify be deemed to constitute a representation and warranty by the Borrower that the conditions specified in clause (e) above have been satisfied on and the Lenders as of the Effective Date in writing promptly upon date of the making of such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and bindingLoan.
Appears in 1 contract
Sources: Credit Agreement (eHealth, Inc.)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactoryhave been satisfied) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from STERIS, New HoldCo and each party hereto other Effective Date Guarantor, the Retiring Borrower and each Lender either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by any of the Consolidated Group Borrowers to the Administrative Agent, the Joint Lead Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paidpaid (or, in the event that clauses (a) above and clauses (d), (e) and (f) below have each been satisfied (or waived) on a date that is not a Business Day, STERIS has delivered written notice that it intends to pay on the next succeeding Business Day (the “Fee Payment Date”)), to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) [Reserved.]
(d) The Administrative Agent (or its counsel) shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the respective governing bodies of the Borrower STERIS, New HoldCo and each other Effective Date Guarantor authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of the Borrower’s articles formation of incorporationSTERIS, certificate of incorporation New HoldCo and bylaws (or comparable organizational documents) and any amendments theretoeach other Effective Date Guarantor, but only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower STERIS, New HoldCo and each other Effective Date Guarantor certifying the names and true signatures of the officers of the Borrower STERIS, New HoldCo and each other Effective Date Guarantor authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each (A) the General Counsel of (i) Linklaters LLP STERIS and (iiB) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersWachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and/or other legal counsel to STERIS reasonably satisfactory to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the and covering STERIS, New HoldCo and each other Effective DateDate Guarantor.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release[Reserved].
(f) The Administrative Agent shall have received, at least 3 Business Days on or prior to the Effective Date, so long as requested no less than 10 one Business Days Day prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower STERIS, New HoldCo and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Lettereach other Effective Date Guarantor. The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Effective Date in writing promptly upon such the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This The effectiveness of this Agreement shall become effective on and as of be subject to the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (satisfaction or waived due waiver in accordance with Section 9.0112.1 of each of the following conditions precedent, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to receipt by the Administrative Agent (of the following, each of which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paidoriginals or facsimiles (followed promptly by originals) unless otherwise specified, to the extent invoiced each properly executed by a Responsible Officer of the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, signing Loan Party each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement and the Guaranty;
(ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with:
(A) [reserved];
(B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a certificate of the Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the state of organization of each Loan Party, (B) copies attached thereto of the certificate of incorporation and by-laws (or similar organizational documents) of a recent date from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, and (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder;
(iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below;
(v) an opinion from Weil, Gotshal and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(vii) a copy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility;
(viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;
(ix) an executed Perfection Certificate; and
(x) a solvency certificate in the form of Exhibit I, dated the Effective Date and executed by a Financial Officer of the Borrower.
(b) All fees and reasonable and documented out-of-pocket expenses required to be paid hereunder, including the reasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or such shorter period as agreed by the Borrower) before the Effective Date shall have been paid in full in cash.
(c) [reserved].
(d) The Administrative Agent shall have received satisfactory evidence (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower’s Public Debt Rating as Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of a reasonably recent date prior cash flows and availability of the Borrower and its subsidiaries giving effect to the Transaction and covering the immediately succeeding three (3) years after the Effective DateDate in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that it is understood and agreed that the Closing Projections that have been delivered to the Administrative Agent are acceptable to the Administrative Agent.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, duly executed Notice of the Original Scheme Press ReleaseBorrowing.
(f) The Administrative Agent shall have received, received at least 3 one (1) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior Date in order to allow the Effective Date, all documentation Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention USA PATRIOT Act of Japan and (Law No. 22 of 2007, as amendedii) and the Patriot Act, a Beneficial Ownership Certification in each case relating relation to the Borrower and its Subsidiaries, including the Borrower.
(g) The following statements shall be true and correct on the Effective Date, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof:
(i) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom;
(iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and
(iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 a letter notice from such Lender prior to the Service of Process Agent indicating proposed Effective Date specifying its consent to its appointment objection thereto. Each submission by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards of a Notice of Borrowing and the form or contents acceptance by the Borrower of the Disclosure Letter. The Administrative Agent proceeds of each Loan requested therein, shall notify be deemed to constitute a representation and warranty by the Borrower that the conditions specified in clause (e) above have been satisfied on and the Lenders as of the Effective Date in writing promptly upon date of the making of such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and bindingLoan.
Appears in 1 contract
Sources: Credit Agreement (eHealth, Inc.)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paidpaid (or, in the event that clauses (a) above and clauses (d), (e) and (f) below have each been satisfied (or waived) on a date that is not a Business Day, STERIS has delivered written notice that it intends to pay on the next succeeding Business Day (the “Fee Payment Date”), to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) [Reserved.]
(d) The Administrative Agent (or its counsel) shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of each of the Borrower and STERIS authorizing the Acquisition and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporationBorrower and STERIS, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower and STERIS certifying the names and true signatures of the officers of the Borrower and STERIS, as applicable, authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each (A) the General Counsel of (i) Linklaters LLP STERIS and (iiB) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersWachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ LLP with respect to enforceability of this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent (or its counsel) shall have received a copy, certified by the Borrower, of a draft of the Original Scheme Press ReleaseRelease substantially in the form in which it is proposed to be issued.
(f) The Administrative Agent shall have received, at least 3 Business Days on or prior to the Effective Date, so long as requested no less than 10 one Business Days Day prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower STERIS and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This The effectiveness of this Agreement shall become effective on and as is subject to the fulfillment of each of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):conditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either of the following, in form and substance satisfactory to the Administrative Agent:
(i) This Agreement duly executed by the Borrower, the Lenders, and the Administrative Agent;
(ii) Any Loan Notes requested by any Lender duly executed by the Borrower;
(iii) Customary legal opinions of ▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Credit Parties, as well as any local counsel to the Credit Parties (if reasonably requested by the Administrative Agent), addressed to the Lender Group, covering the transactions contemplated by the Loan Documents;
(iv) [Reserved];
(v) A certificate signed by an Authorized Signatory of each Credit Party, including a counterpart certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State (or relevant equivalent office) of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents, and with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided that if a document referenced in clause (A) or (B) was delivered in connection with the Revolving Credit Agreement or not required to be delivered in connection with the Revolving Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect;
(vi) An officer’s certificate executed by a Financial Officer of the Borrower certifying (A) the solvency of the Credit Parties, taken as a whole, as of the Effective Date, (B) that as of the Effective Date, both before and after the effectiveness of this Agreement and the other Loan Documents signed (x) all of the representations and warranties of the Credit Parties under this Agreement and the other Loan Documents are true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty is true and correct in all respects and if any such representation or warranty expressly relates to a prior date, such representation or warranty shall be so true and correct on behalf and as of such party prior date) and (y) no Default or an Event of Default is in existence, (iiC) written evidence reasonably satisfactory that there has been no materially adverse change to the financial information previously delivered to the Administrative Agent under Section 4.1(d) below, (which may include .pdf or facsimile transmission of a signed signature page of this AgreementD) that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2020, which change has had or would be reasonably expected to have a Materially Adverse Effect, and (E) that (x) all material Necessary Authorizations are in full force and effect, are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or the Loan Documents and (y) attached thereto are true, correct, and complete copies of all such party has signed a counterpart of this Agreement.material Necessary Authorizations, if any;
(bvii) All Payment of all fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, and payment of fees and expenses of counsel to the Administrative Agent;
(viii) [Reserved];
(ix) An amendment to the Revolving Credit Agreement, duly executed by the Borrower, the Lenders, and the Administrative Agent (each as defined therein); and
(x) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) The Lead Arrangers and the Lenders under Administrative Agent shall have completed their financial, regulatory, and legal due diligence of the Loan Documents or pursuant to any fee or similar letters relating Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.Administrative Agent;
(c) The Lead Arrangers and the Administrative Agent shall have received on be satisfied that no change in the business, financial condition, results of operations, liabilities (contingent or before the Effective Dateotherwise), each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies properties of the Borrower authorizing such Person and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2020, which change has had or would be reasonably expected to enter into and perform its obligations under the Loan Documents to which it is have a partyMaterially Adverse Effect;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence (i) U.S. GAAP audited consolidated balance sheets of the Borrower’s Public Debt Rating as Borrower and its Subsidiaries and the related consolidated statements of a reasonably comprehensive income, equity and cash flows for the three most recent date fiscal years ended at least 60 days prior to the Effective Date.Date and (ii) U.S. GAAP unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related consolidated statements of comprehensive income and cash flows for each subsequent fiscal quarter ended at least 40 days before the Effective Date (excluding the fourth quarter of any such fiscal year); provided that in each case the foregoing financial statements required to be delivered by this clause (d) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the Securities and Exchange Commission promulgated thereunder applicable to a registration statement under such Act on Form S-3; provided further that the Borrower’s filing of any required audited financial statements with respect to the Borrower on Form 10-K or required unaudited financial statements with respect to the Borrower on Form 10-Q, in each case, will satisfy the requirements under subclauses (i) or (ii), as applicable, of this clause (d);
(e) The Administrative Agent shall have received a copy, certified by the Borrower, Compliance Certificate calculated as of the Original Scheme Press Release.last day of the fiscal quarter ended March 31, 2021, demonstrating that the Borrower is in compliance with the Financial Covenant;
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less later than 10 three (3) Business Days prior to the Effective Date, all documentation and other information with respect to the Borrower, USCR and their respective Subsidiaries that the Administrative Agent reasonably determines is required by United States regulatory authorities under any applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating case, that shall have been reasonably requested by the Administrative Agent or the Lenders at least ten (10) Business Days prior to the Borrower and its Subsidiaries, including the Borrower.Effective Date;
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment Lenders all tax forms and certificates required by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.Section 2.9; and
(h) The Arrangers That certain Commitment Letter, dated as of June 6, 2021, between the Borrower, Truist Securities, Inc. and Truist Bank and all commitments set forth therein shall have received a copy been, or shall concurrently with the effectiveness of this Agreement be, terminated (and the Disclosure LetterBridge Facility (as defined therein) shall not have been funded) and the Borrower shall have paid all amounts due and payable thereunder or in connection therewith. On the Effective Date, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards will notify the form or contents Lenders and the Borrower in writing of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders occurrence of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01)Date, and such which notice shall be conclusive and bindingevidence of the occurrence of the Effective Date.
Appears in 1 contract
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of each Borrower and the Borrower Guarantor authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporationBorrowers and the Guarantor, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower Borrowers and the Guarantor certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each of (i) Linklaters Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersOgier Legal, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence a copy, certified by the Borrowers, of the Borrower’s Public Debt Rating as of a reasonably recent date prior to Press Release in the Effective Dateform in which it was initially issued on July 18, 2014 (the “Original Press Release”).
(e) The On such date (x) no Default is continuing or would result from the proposed Borrowing, (y) all the representations and warranties set forth in Section 4.01 are true or, if a representation or warranty does not include a materiality concept, true in all material respects and (z) the Administrative Agent shall have received a copy, certified by the Borrower, certificate of the Original Scheme Press ReleaseBorrowers certifying as to the satisfaction of this condition.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower AbbVie and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure LetterBorrowers. The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies body of the Borrower authorizing such Person the Transactions and the Borrower to enter into and perform its obligations under the Loan Documents to which it is a partyDocuments;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each (x) ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of (i) Linklaters LLP the Borrower and (iiy) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in each case case, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(ge) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents each of the Disclosure LetterTarget Acquisition Documents. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effective Date. This The effectiveness of this Agreement shall become effective on and as of be subject to the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (satisfaction or waived due waiver in accordance with Section 9.0112.1 of each of the following conditions precedent, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to receipt by the Administrative Agent (of the following, each of which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paidoriginals or facsimiles (followed promptly by originals) unless otherwise specified, to the extent invoiced each properly executed by a Responsible Officer of the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, signing Loan Party each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement and the Guaranty;
(ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with:
(A) [reserved];
(B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iii) a certificate of the Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the state of organization of each Loan Party, (B) copies attached thereto of the certificate of incorporation and by-laws (or similar organizational documents) of a recent date from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, and (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder;
(iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below;
(v) an opinion from Weil, Gotshal and Manges LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(vii) a copy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility;
(viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;
(ix) an executed Perfection Certificate; and
(x) a solvency certificate in the form of Exhibit I, dated the Effective Date and executed by a Financial Officer of the Borrower.
(b) All fees and reasonable and documented out-of-pocket expenses required to be paid hereunder, including the reasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or such shorter period as agreed by the Borrower) before the Effective Date shall have been paid in full in cash.
(c) [reserved].
(d) The Administrative Agent shall have received satisfactory evidence (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower’s Public Debt Rating as Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of a reasonably recent date prior cash flows and availability of the Borrower and its subsidiaries giving effect to the Transaction and covering the immediately succeeding three (3) years after the Effective DateDate in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that it is understood and agreed that the Closing Projections that have been delivered to the Administrative Agent are acceptable to the Administrative Agent.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, duly executed Notice of the Original Scheme Press ReleaseBorrowing.
(f) The Administrative Agent shall have received, received at least 3 one (1) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior Date in order to allow the Effective Date, all documentation Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention USA PATRIOT Act of Japan and (Law No. 22 of 2007, as amendedii) and the Patriot Act, a Beneficial Ownership Certification in each case relating relation to the Borrower and its Subsidiaries, including the Borrower.
(g) The following statements shall be true and correct on the Effective Date, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof:
(i) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom;
(iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and
(iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 a letter notice from such Lender prior to the Service of Process Agent indicating proposed Effective Date specifying its consent to its appointment objection thereto. Each submission by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards of a Notice of Borrowing and the form or contents acceptance by the Borrower of the Disclosure Letter. The Administrative Agent proceeds of each Loan requested therein, shall notify be deemed to constitute a representation and warranty by the Borrower that the conditions specified in clause (e) above have been satisfied on and the Lenders as of the Effective Date in writing promptly upon date of the making of such conditions precedent being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and bindingLoan.
Appears in 1 contract
Sources: Credit Agreement (eHealth, Inc.)
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactoryhave been satisfied) (or waived in accordance with Section 9.01by the Required Lenders):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either either
(i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees [Reserved.]
(c) [Reserved.]
(d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer:
(i) Certifying that no Default or Event of Default shall have occurred or would occur and other amounts then due be continuing on the Effective Date;
(ii) Certifying that the representations and payable by the Consolidated Group to the Administrative Agent, the Arrangers warranties contained in Article 4 are true and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the extent Closing Date, in which case such amounts are payable representations and warranties shall not be required to be made on or prior to the Effective Date); and
(iii) Enclosing:
(A) Copies of the Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and
(B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower.
(ce) The Administrative Agent shall have received on or before the Effective Date, each dated on or about or, as applicable, prior to such date:
(i) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a partyBorrower;
(ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto;
(iii) A customary certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it the Borrower hereunder; and
(viii) A favorable opinion letter of each of (i) Linklaters ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(ef) The Administrative Agent shall have received a copy, certified by the BorrowerBorrower and signed by a Responsible Officer as true and complete, of:
(i) the Agreed Form of the Original Scheme Press ReleaseAnnouncement; and
(ii) the executed Transaction Agreement.
(fg) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(g) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01by the Required Lenders), and such notice shall be conclusive conclusive, binding and bindingfinal.
Appears in 1 contract
Sources: 364 Day Bridge Credit Agreement
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.0110.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group Borrower and its Subsidiaries to the Administrative Agent, the Joint Lead Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or about such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies body of the Borrower authorizing such Person the Transactions and the Borrower to enter into and perform its obligations under the Loan Documents to which it is a partyDocuments;
(ii) Certified copies A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments theretobut only where such concept is applicable;
(iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry;
(iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(viv) A favorable opinion letter of each (x) ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of (i) Linklaters LLP the Borrower and (iiy) Gaikokuho Kyodo-Jigyo Horitsu Jimusho LinklatersSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in each case case, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date.
(e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, as amended) and the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower.
(ge) The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and confirming that such appointment is in full force and effect and applies to this Agreement in all respects.
(h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents each of the Disclosure LetterTarget Acquisition Documents. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.0110.02), and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Loan Agreement (Moodys Corp /De/)