Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent: (a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto. (b) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party. (c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be. (d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable. (e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 4 contracts
Sources: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)
Conditions Precedent to Effectiveness. The effectiveness of this the Agreement is subject to the condition precedent that (I) the Confirmation Order shall have been entered and shall not be subject to a stay or have been reversed, modified or amended (other than as otherwise consented to in writing by the Administrator and each Purchaser), (II) the Plan of Reorganization shall have become effective and (III) the Administrator and each Purchaser Agent shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this the Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and each Sale Agreement, (iii) the Performance Undertaking Guaranty, (iv) each Fee Letter and (v) the Originator Performance Guaranty, in each of the other Transaction Documentscase, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer Originators, the Transferor, and each Originator ACI authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Originators, the Transferor and such OriginatorACI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Transferor and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable partyACI.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of the Seller, each of the ParentOriginators, the Seller, the Servicer Transferor and each Originator ACI certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be.
(d) Proper Completed UCC search reports, dated the Closing Date or no earlier than 30 days prior thereto, listing the financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of filed in all applicable jurisdictions that name any Originator, Transferor or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may reasonably deem necessary or desirable in order to perfect the request, showing no Adverse Claims on any Pool Assets other than any security interests that are released as of the Seller and Closing Date pursuant to the Administrator (for Confirmation Order or the benefit Plan of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableReorganization.
(e) Proper financing statement amendments (Form UCC‑3)Favorable opinions, duly authorized addressed to the Administrator, each Purchaser Agent and suitable each Purchaser, in form and substance reasonably satisfactory to the Administrator, of external counsel for filing under the UCC of all jurisdictions that Seller, the Originators, the Servicer and ACI, covering such matters as the Administrator may reasonably deem necessary request, including, without limitation, (i) certain Delaware corporate and no conflict matters, (ii) certain organizational and New York enforceability matters (iii) certain bankruptcy matters, and (iv) certain UCC creation and Delaware perfection matters.
(f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or desirable referenced in Section 5.4 of the Agreement (including all Attorney Costs that have been invoiced at least one (1) Business Day prior to release all security interests the Closing Date and other rights payment of any Person reasonable costs and expenses to counsel for Regions in an amount not to exceed $15,000) and the ReceivablesFee Letters.
(g) Each Fee Letter duly executed by the Seller and ACI.
(h) Good standing certificates with respect to each of the Seller, Contracts the Originators, the Transferor and ACI issued by the Secretary of State (or Related Security previously granted by any Originator similar official) of the state of each such Person’s organization or formation and principal place of business.
(i) All information with respect to the Receivables as the Administrator or the SellerPurchasers may reasonably request.
(j) A copy of the Confirmation Order.
Appears in 4 contracts
Sources: Receivables Purchase Agreement (Core Natural Resources, Inc.), Receivables Purchase Agreement (Arch Resources, Inc.), Receivables Purchase Agreement (Arch Coal Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.
(d) Proper financing statements (Form UCC‑1UCC-1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3UCC-3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 3 contracts
Sources: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator:
(a) Counterparts A counterpart of (i) this Agreement, duly executed by the parties hereto, Agreement and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly Documents executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers authorizing the execution, delivery and performance by the Parentsuch Borrower, the Seller, the Servicer such Originator and such OriginatorServicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; party and (ii) all the organizational documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Sellereach Borrower, each Originator and the each Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Group Agent receives a subsequent incumbency certificate from the Parenta Borrower, the Seller, the Servicer an Originator or such Originatora Servicer, as the case may be, the Administrator and each Group Agent shall be entitled to rely on the last such certificate delivered to it by the Parentsuch Borrower, the Seller, the Servicer such Originator or such OriginatorServicer, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to the Administrator and suitable each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger P.A. or Gowling WLG, counsel for filing under the UCC of all jurisdictions that Borrowers, the Originators and the Servicers, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase enforceability matters and Sale Agreement certain bankruptcy matters, certain UCC perfection and this Agreement, as applicablepriority matters.
(e) Proper financing statement amendments Evidence of payment by the Borrowers of all accrued and unpaid fees (Form UCC‑3including those contemplated by each Group Fee Letter), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerapplicable Group Fee Letters.
Appears in 2 contracts
Sources: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Refinancing Facility Agreement is shall be subject to the condition precedent that satisfaction or waiver by the Administrator shall have received, on or before New Revolving Lenders and the Closing Date, each New Term Lenders of the following, each in form and substance following conditions precedent (including the date thereof) reasonably satisfactory to on which such conditions precedent are first satisfied or waived, the Administrator and each Purchaser Agent:“Refinancing Facility Agreement Effective Date”):
(a) Counterparts The Agent shall have received counterparts of this Refinancing Facility Agreement that, when taken together, bear the signatures of (i) this Agreementthe Borrower, duly executed by Holdings and each of the parties heretoSubsidiary Loan Parties, and (ii) the Lock-Box AgreementsAgent, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and (iii) each of the other Transaction DocumentsNew Revolving Lenders, duly executed by (iv) each of the parties theretoNew Term Lenders and (v) each of the Converting Term Lenders (which, for the avoidance of doubt, together with the New Term Lenders, constitute the Required Lenders under the Existing Credit Agreement).
(b) Copies of: The Agent shall have received a favorable written opinion (addressed to the Agent, the Lenders and the Issuing Banks and dated the Refinancing Facility Agreement Effective Date) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Loan Parties, in customary form and substance reasonably satisfactory to the Agent.
(c) The Agent shall have received a copy of (i) each organizational document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions or unanimous written consents of the board of directors (or equivalent governing bodybody or sole member, as applicable) of each of the Parent, the Seller, the Servicer Loan Party approving and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Loan Documents to which it is a party; , certified as of the Refinancing Facility Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect, and (iv) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(d) The Agent shall have received a certificate, dated the Refinancing Facility Agreement Effective Date and signed by the chief executive officer or the chief financial officer of each of Holdings and Borrower, confirming that the representations and warranties set forth in Section 5 above are true and correct on and as of the Refinancing Facility Agreement Effective Date.
(e) The Agent shall have received from the Borrower payment in immediately available funds of (i) all fees and other amounts required to be paid on the Refinancing Facility Agreement Effective Date pursuant to the Engagement Letter dated as of March 28, 2017 (the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and SunTrust Bank and the Administrative Agent Fee Letter dated as of March 28, 2017, by and between the Borrower and JPMorgan Chase Bank, N.A., (ii) all documents evidencing other necessary corporate reasonable out-of-pocket expenses required to be paid pursuant to the Engagement Letter or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the ServicerSection 9 hereof, in each case, certified by to the Secretary or Assistant Secretary extent invoiced at least one Business Day prior to the Refinancing Facility Agreement Effective Date, (or equivalent authorized personiii) an upfront fee, for the account of each New Revolving Lender party hereto, in an amount equal to 0.50% of the applicable partyaggregate amount of each such New Revolving Lender’s New Revolving Commitment (whether used and unused) under the Amended and Restated Credit Agreement as of the Refinancing Facility Agreement Effective Date and (iv) the aggregate principal amount of all Existing Term Loans (other than Converted Term Loans), together with all accrued and unpaid interest and fees with respect to all Term Loans, Revolving Loans and Revolving Commitments outstanding on the Refinancing Facility Agreement Effective Date immediately prior to giving effect to this Refinancing Facility Agreement. Each Converting Term Lender shall receive an upfront fee in an amount equal to 0.50% of the aggregate principal amount of such Converting Term Lender’s Converted Loans and each New Term Lender shall fund its New Term Loans with original issue discount equal to 0.50%.
(cf) A certificate The Collateral and Guarantee Requirement shall continue to be satisfied as of the Secretary or Assistant Secretary Refinancing Facility Agreement Effective Date and the Agent shall have received (or equivalent authorized personi) a completed Perfection Certificate dated the Refinancing Facility Agreement Effective Date and signed by a Financial Officer of each of Holdings and the ParentBorrower, together with all attachments contemplated thereby and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to Holdings, the SellerBorrower and the Subsidiary Loan Parties in the jurisdictions contemplated by the Perfection Certificate.
(g) The Agent shall have received a certificate, substantially in the Servicer and each Originator form of Exhibit G to the Existing Credit Agreement, from the chief financial officer of Holdings certifying as to the names solvency of Holdings and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is subsidiaries on a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely consolidated basis on the last such certificate delivered Refinancing Facility Agreement Effective Date after giving effect to it by the Parent, the Seller, the Servicer or such Originator, as the case may betransactions contemplated hereby.
(dh) Proper financing statements (Form UCC‑1), duly authorized The Agent shall have received all documentation and suitable for filing under other information about the UCC of all jurisdictions that the Administrator may Loan Parties as has been reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated requested by the Purchase Agent at least five Business Days prior to the Refinancing Facility Agreement Effective Date and Sale Agreement that it reasonably determines is required by regulatory authorities under applicable “know your customer” and this Agreementanti-money laundering rules and regulations, as applicableincluding the USA PATRIOT Act.
(ei) Proper financing statement amendments (Form UCC‑3), duly authorized The Agent shall have received a Borrowing Request pursuant to Section 2.03 of the Amended and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the SellerRestated Credit Agreement.
Appears in 2 contracts
Sources: Refinancing Facility Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.)
Conditions Precedent to Effectiveness. The effectiveness This Amendment, and the New Lenders’ Revolver Commitment to make Loans under the Loan Agreement, shall become effective as of this Agreement is subject to such date (such date, the condition precedent “Effective Date”) that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agentfollowing conditions are satisfied:
(a) Counterparts The Agent shall have received each of the following documents, each of which shall be satisfactory in form and substance to the Agent and its counsel:
(i) this Agreement, duly executed by Each of the parties heretohereto shall have executed and delivered this Amendment,
(ii) A certificate of a duly authorized officer of the Servicer and the Borrower, certifying (i) that attached copies of such Person’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, and that such Person is in good standing in the applicable jurisdictions, with good standing certificates attached; (ii) that an attached copy of resolutions authorizing execution and delivery of the Transaction Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Transaction Documents,
(iii) The Agent shall have received a written opinion of counsel to the Borrower and the Servicer in form and substance satisfactory to the Agent covering, among other matters, (i) the enforceability of the Transaction Documents, (ii) the Lockgrant and perfection of security interests in the Collateral, (iii) the true sale or contribution (as applicable) of the Loans from the Servicer to the Borrower, (iv) non-Box Agreementsconsolidation of the Borrower with the Servicer, and (v) such other matters as the Agent may require in the Agent’s sole discretion, and
(iv) Such other instruments, documents and agreements as the Agent may reasonably request;
(b) the Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that its Liens are the only Liens upon the Collateral, except Permitted Liens;
(c) the Borrower shall have executed and delivered to each New Lender requesting a promissory note in accordance with Section 2.2.1 of the Loan Agreement a promissory note evidencing the Borrower’s obligations in respect of the Revolver Commitments of such New Lender;
(d) Each New Lender shall have executed and delivered to the Agent an Administrative Details Form in form and substance satisfactory to the Agent;
(e) The representations and warranties of the Borrower and the Servicer in this Amendment and in the Transaction Documents shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on such earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects);
(f) Giving effect to this Amendment, no Default or Event of Default shall exist under the Loan Agreement or any of the Transaction Documents;
(g) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Amendment, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each Loan Agreement or any of the other Transaction Documents, duly executed by Documents or the parties thereto.consummation of the transactions contemplated hereby or thereby;
(bh) Copies of: Borrower shall have paid to the Agent an upfront fee equal to 0.50% of the amount of each Lender’s Commitment which is in excess of such ▇▇▇▇▇▇’s Commitment prior to the Effective Date; and
(i) the resolutions or unanimous written consents The Borrower shall have paid all reasonable and documented fees and expenses of the board Agent in connection with the negotiation, preparation, execution and delivery of directors this Amendment and the Transaction Documents (or equivalent governing body) of each of the Parentincluding, without limitation, the Seller, the Servicer fees and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, expenses of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as counsel to the names Agent). The Borrower hereby authorizes and true signatures of its officers who are authorized direct the Agent to sign this Agreement and charge the other Transaction Documents upfront fee described in Section 4(h) above to which it is the Borrower Loan Account as a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely Revolving Loan on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may beSeventh Amendment Effective Date.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 2 contracts
Sources: Loan and Security Agreement (Flat Rock Core Income Fund), Loan and Security Agreement (Flat Rock Core Income Fund)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have Administrative Agent’s having received, on or before the Closing Datedate hereof, each of the followingfollowing items, each of which must be in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Administrative Agent:
(a) Counterparts Fully-executed copies of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale AgreementContribution Agreement for the US Borrower, an Account Control Agreement for each Concentration Account and each Collection Account - Class A, the Performance Undertaking Powers of Attorney required pursuant to Sections 7.4(b) and 10.7, and each of the other Transaction DocumentsFee Letter, each duly executed and delivered by the parties thereto.;
(b) Copies of: A certificate of an appropriate officer, director or manager, as applicable, of the US Borrower, each Originator, the Performance Guarantor and the Servicer, dated as of the date hereof, each certifying (i) the resolutions or unanimous written consents of the board Board of directors (Directors or equivalent governing body) of each Managers or other appropriate body of the ParentUS Borrower, such Originator, the SellerPerformance Guarantor or the Servicer, the Servicer and each Originator as applicable, authorizing the execution, delivery and performance by it of the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing the occurrence of any other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents Documents; and (iii) the certificate of incorporation (or equivalent organizational document) and formation, by-laws (laws, limited liability company agreement or equivalent governing document) other applicable organizational documents of the ParentUS Borrower, such Originator, the Seller, each Originator and Performance Guarantor or the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.as applicable;
(c) A certificate of the Secretary an appropriate officer, director or Assistant Secretary (or equivalent authorized person) of each manager, as applicable, of the ParentUS Borrower, each Originator, the SellerPerformance Guarantor and the Servicer, dated as of the Servicer and each Originator date hereof, certifying as to (i) the names and true signatures of its officers who are authorized to sign this Agreement the Transaction Documents, (ii) as to the truth and correctness in all material respects of the other Transaction Documents to which it is a party. Until representations and warranties made by the Administrator receives a subsequent incumbency certificate from the ParentUS Borrower, the Seller, the Servicer or such Originator, as the case may be, Performance Guarantor or the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such OriginatorServicer, as applicable, in the case may be.Transaction Documents, and (iii) as to the absence of any Unmatured Events of Default or Events of Default;
(d) Proper Completed UCC search reports, dated a date prior to, but reasonably near the date hereof, listing all financing statements filed in all jurisdictions referred to in subsection (e) below that name an Originator or the US Borrower as debtor, together with copies of such financing statements showing no Adverse Claims on any Pool Receivables other than the Receivables listed on Schedule VI;
(e) Acknowledgment copies of proper termination statements (Form UCC‑1UCC-3), duly authorized any other relevant filings and such other documentation necessary or desirable to evidence the release of all security interests, ownership and other rights of any Person previously granted by any Originator in the Pool Receivables or any Related Security (other than the Receivables listed on Schedule VI);
(f) Proper financing statements, suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller US Borrower and the Administrator (Administrative Agent, for the benefit of the Purchasers) Lenders, contemplated by this Agreement and the Purchase and Sale Contribution Agreement executed by the US Borrower;
(g) Legal opinions of counsel for the Borrowers, the Servicer, each Originator and this Agreementthe Performance Guarantor, each dated as of the date hereof and addressed to the Lenders and the Administrative Agent, from: ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Borrowers, the Servicer, the Performance Guarantor and the Originators, as applicable.
to (ei) Proper financing statement amendments creation and perfection of security interests, (Form UCC‑3ii) certain corporate matters (including enforceability, non-contravention of organizational documents, material agreements and laws, and Investment Company Act matters), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests (iii) certain true sale and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.non-consolidation matters;
Appears in 2 contracts
Sources: Receivables Financing Agreement (Herc Holdings Inc), Receivables Financing Agreement (Herc Holdings Inc)
Conditions Precedent to Effectiveness. The effectiveness This Agreement and the obligations of this Agreement is subject each Holder to exchange its Original Dollar Loans for Restructured Dollar Notes in accordance with the condition precedent that provisions of Article II shall become effective upon the Administrator shall have receivedfulfillment by the Issuer, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator Agent, of all and each Purchaser Agent:of the following conditions (the first Business Day on which the last of such conditions shall have been satisfied, the "Effective Date"):
(a) Counterparts of The Agent (or its counsel) shall have received the following:
(i) this This Agreement, duly executed and delivered by the parties Agent, the Issuer and each Holder party hereto, and ;
(ii) A completed election notice substantially in the Lock-Box Agreementsform of Exhibit E hereto dated on or prior to the date hereof (each such notice, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and an "Election Notice") from each Holder party hereto;
(iii) A copy of each of the other Transaction DocumentsRestructured IFC Loan Agreements, duly executed and delivered by IFC and the Issuer;
(iv) A copy of each of the Restructured IIC Loan Agreements, duly executed and delivered by IIC and the Issuer;
(v) A copy of the Restructured CCC Loan Agreement, duly executed and delivered by CCC and the Issuer;
(vi) A copy of the Grupo Galicia Agreement, duly executed and delivered by the parties thereto.;
(bvii) Copies of: Certified copies of the Charter and of all corporate authority for the Issuer (i) the resolutions or unanimous written consents including all necessary actions of the board of directors (directors, shareholders, or equivalent other governing body) of each of with respect to the Parent, the Seller, the Servicer Restructuring and each Originator authorizing the execution, delivery and performance by of all and each of the Parent, Financing Agreements to which the Seller, the Servicer and such Originator, as the case may be, of this Agreement Issuer is a party and the other transactions contemplated thereby;
(viii) Certified copies of the resolutions of the board of directors of the Issuer approving the Restructuring and each of the Transaction Documents to which it the Issuer is or is to be a party; (ii) party and the transactions contemplated thereby, and of all documents evidencing other necessary corporate or organizational action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement and each Transaction Document to which the other Transaction Documents and (iii) the certificate of incorporation (Issuer is or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable is to be a party.
(cix) A certificate of the Secretary Issuer that the Issuer, and each of its Subsidiaries, (i) are not engaged in, nor, to the best of their knowledge, after due inquiry threatened by, any litigation, arbitration or Assistant Secretary administrative proceedings, the outcome of which has had or could reasonably be expected to have a Material Adverse Effect; (ii) have not requested a moratorium or suspension of payment of debts from any court; (iii) have not instituted proceedings or taken any form of corporate action to be liquidated, adjudicated bankrupt or insolvent; (iv) have not consented to the institution of bankruptcy or insolvency proceedings against it; (v) have not filed a petition or answer or consent seeking reorganization or relief under any Applicable Law or consented to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or equivalent authorized personother similar official) of them or of any substantial part of their respective property; (vi) have not made a general assignment for the benefit of their respective creditors; and the Issuer has certified to the Agent that there shall not (y) be in effect any statute, regulation, order, decree or judgment of any Authority that makes illegal or enjoins or prevents the consummation of the transactions contemplated by this Agreement or any other Transaction Document or (z) have been commenced or, to the best knowledge of the Issuer, threatened any action or proceeding that seeks to prevent or enjoin any transactions contemplated by this Agreement or any other Transaction Document;
(x) A certificate of the Issuer that no Event of Default and no Potential Event of Default shall have occurred and be continuing except for those that may occur if the restructuring contemplated herein, or in any other Transaction Document, does not become effective in accordance with the terms and conditions set forth in the respective Transaction Documents;
(xi) Certified copies of all licenses, authorizations and approvals of, and notices to and filings and registrations with, any Authority (including exchange control approvals) or any third party required in connection with the execution, delivery and performance of each of the Parent, the Seller, the Servicer and each Originator certifying as Financing Agreements;
(xii) A favorable written opinion (addressed to the names and true signatures of its officers who are authorized to sign this Agreement Agent and the Holders and dated the Effective Date) of White & Case LLP, special New York counsel for the Issuer, in form and substance reasonably satisfactory to the Documentation Agent;
(xiii) A favorable written opinion (addressed to the Agent and the Holders and dated the Effective Date) of Estudio Beccar ▇▇▇▇▇▇, special Argentine counsel to the Issuer, in form and substance reasonably satisfactory to the Documentation Agent;
(xiv) A favorable written opinion (addressed to the Holders and dated the Effective Date) of Marval, ▇'▇▇▇▇▇▇▇ & Mairal, special Argentine counsel to the Holders, in form and substance reasonably satisfactory to the Documentation Agent;
(xv) A favorable written opinion (addressed to the Holders and dated the Effective Date) of Mayer, Brown, ▇▇▇▇ & Maw LLP, special New York counsel to the Holders, in form and substance reasonably satisfactory to the Documentation Agent;
(xvi) A Certificate of Incumbency and Authority, substantially in the form of Exhibit G hereto;
(xvii) A copy of the authorization to the Auditors referred to in Section 6.1(d); and
(xviii) Any other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it specified by the Parent, Agent prior to the Seller, the Servicer or such Originator, as the case may beEffective Date.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Note Purchase Agreement (Grupo Financiero Galicia Sa)
Conditions Precedent to Effectiveness. The effectiveness of this amendment and restatement of the Existing RPA as set forth in this Agreement is subject to the condition conditions precedent that the Administrator Collateral Agent and each Administrative Agent shall have received, on or before the Closing Datereceived (unless otherwise waived), each of the following, each following in form and substance (including the date thereof) reasonably satisfactory to the Administrator Collateral Agent, each Administrative Agent and each Purchaser Agent:
(a) Counterparts a copy of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents consents, as applicable, of the board of directors or managers or member (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originatorany authorized sub-committee), as the case may be, of this Agreement each of the Sellers, Originators, the Servicer and Sprint Corporation required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other Transaction Documents to which it is a party; authorized person;
(iib) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation good standing certificates (or equivalent organizational documentthe equivalent) for each Seller, Originator (if applicable), the Servicer and by-laws Sprint Corporation issued by the Secretary of State (or equivalent governing documentthe equivalent) of the Parent, the Seller, jurisdiction in which each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.such entity is organized;
(c) A a certificate of the Secretary secretary or Assistant Secretary (or equivalent authorized person) assistant secretary of each of the ParentSellers, the SellerOriginators, the Servicer and each Originator Sprint Corporation certifying as to the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents Documents, as applicable, to be delivered by it hereunder (on which it is a party. Until certificate the Administrator receives a subsequent incumbency certificate Collateral Agent, each Administrative Agent and each Purchaser may conclusively rely until such time as such party shall have received from the ParentSellers, the SellerOriginators, the Servicer or such Originatorand Sprint Corporation, as the case may be, a revised certificate meeting the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.requirements of this clause (c));
(d) Proper financing statements copies of the certificates of incorporation or formation (Form UCC‑1or the equivalent) of each of the Sellers, Originators, the Servicer and Sprint Corporation duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated foregoing duly certified by the Purchase and Sale Agreement and this Agreement, as applicable.secretary or an assistant secretary of each such Person;
(e) Proper a search report by a nationally recognized search firm provided in writing to the Collateral Agent and each Administrative Agent by the Servicer listing all financing statement amendments statements, state and federal tax or ERISA liens and judgments that name any Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (Form UCC‑3), duly authorized f) and suitable for filing under the UCC of all any other jurisdictions that the Administrator Collateral Agent or any Administrative Agent shall reasonably request together with copies of such financing statements;
(f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and each Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables, Related Assets, Lease Contracts or Lease Devices, other than financing statements filed pursuant to clauses (e) and (f) of Section 5.1 of the Original RPA or clauses (e) and (f) of Section 5.1 of the Existing RPA;
(g) proper financing statements (form UCC-3) to be filed under the UCC, amending each of the financing statements filed as described in clauses (e) and (f) of Section 5.1 of the Original RPA and in clauses (e) and (f) of Section 5.1 of the Existing RPA, in order to reflect the inclusion of the Lease Receivables;
(h) [reserved];
(i) opinions (including with respect to creation and perfection of security interests under the applicable UCC); non-consolidation, non-rejection and true sale matters; and other standard corporate opinions reasonably required by the Collateral Agent and each Administrative Agent;
(j) completion of satisfactory due diligence in respect of the Lease Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent and the Administrative Agents;
(k) [Reserved];
(l) duly executed copies of the Transaction Documents;
(m) payment by or on behalf of the Sellers of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s and each Administrative Agent’s reasonable documented out-of-pocket costs and expenses required to be reimbursed hereunder; and
(n) such other agreements, instruments, certificates, opinions and other documents as the Collateral Agent or any Administrative Agent may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerrequest.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is shall be subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, Program Agent’s receipt of each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts fully executed copies of (i) this the Amendment Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Servicing Agreement, the Performance Undertaking Collection Agency Agreement, the Distributor’s Transfer Agreement, the Transferor’s Transfer Agreement, each Irrevocable Payment Instruction, each Distribution Agreement, each Advisory Agreement, each Distribution Plan, each Principal Shareholder Servicer’s Agreement and each of the other Transaction Documents, duly executed by the parties thereto.Shareholder Servicer’s Agreement which shall each be in full force and effect;
(b) Copies of: (i) the resolutions or unanimous written consents signed opinions of counsel to each of the board of directors (or equivalent governing body) of each of Seller, the Transferor, the Distributor, the Parent, the SellerAdvisors, the Servicer each Company and each Originator authorizing Fund, which shall each be in form, scope and substance reasonably satisfactory to the execution, delivery and performance by Program Agent;
(c) signed certificates of the Parent, Responsible Officers or Assistant Secretary of the Seller, the Servicer and such OriginatorDistributor, as the case may be, of this Agreement Parent and the other Transaction Documents to which it is Transferor, in substantially the form of Exhibits ▇-▇, ▇-▇, ▇-▇ and B-4 hereto, respectively;
(d) a party; (ii) all documents evidencing other necessary corporate or organizational action copy of each Governmental Authorization and governmental approvalsPrivate Authorization, if any, with respect which is required to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified be obtained by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to Transferor, the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from Distributor, the Parent, any Advisor, any Company or any Fund in connection with this Agreement, any other Program Document or the Sellertransactions contemplated hereby and thereby, the Servicer or such Originator, as the case may be, the Administrator each of which shall be entitled in form, scope and substance reasonably satisfactory to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.Program Agent;
(de) Proper time stamped receipt copies of proper financing statements (Form UCC‑1), duly authorized and suitable for filing filed on or before the initial Purchase Date under the UCC of all jurisdictions that the Administrator Program Agent or the Purchaser may reasonably deem necessary or desirable in order to perfect (i) the interests ownership interest of the Transferor in the Receivables and Ancillary Rights sold pursuant to the Distributor’s Transfer Agreement, (ii) the ownership interest of the Seller in the Receivables and Ancillary Rights sold pursuant to the Administrator Transferor’s Transfer Agreement, and (for iii) the benefit ownership interest of the Purchasers) Purchaser in the Purchased Receivables relating to each Fund as contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.each of which shall be in form, scope and substance reasonably satisfactory to the Program Agent;
(ef) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the time stamped receipt copies of proper UCC of all jurisdictions that the Administrator may reasonably deem termination statements necessary or desirable to release all security interests and other rights rights, if any, of any Person in the ReceivablesPurchased Receivables relating to each Fund;
(g) certified copies of requests for information (Form UCC-11) (or a similar search report certified by a party acceptable to the Program Agent and the Purchaser), Contracts or Related Security previously granted by any Originator dated reasonably near the initial Purchase Date, of the filings made pursuant to Section 3.01(e) and Section 3.01(f), listing all effective financing statements (including those referred to in Section 3.01(e) and Section 3.01(f)) which name the Seller, the Transferor or the SellerDistributor (under its respective present name or any previous name), as debtor and which are filed in the jurisdictions in which filings were required to be made pursuant to Section 3.01(e), together with copies of such financing statements (none of which, except for the financing statements referred to in Section 3.01(e), shall cover any of the Purchased Receivables); and
(h) if required in order to avoid the termination of any Distribution Agreement, Distribution Plan, Principal Shareholder Servicer’s Agreement or Shareholder Servicer’s Agreement, evidence that the Board of Trustees of each Fund (or in respect of each Fund which constitutes a Portfolio, the Board of Trustees of the related Company in respect of each such Fund) has approved such Distribution Plan, Distribution Agreement, Principal Shareholder Servicer’s Agreement or Shareholder Servicer’s Agreement, relating to the Receivables of such Fund by a vote of the majority of its Trustees who are not interested persons, within the meaning of the Investment Company Act, in recognition of the transactions contemplated by this Agreement and the other Program Documents.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Federated Investors Inc /Pa/)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee LettersLetter, the Purchase and Sale Agreement, the Performance Undertaking Guaranty and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the ParentCUSH, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the ParentCUSH, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the ParentCUSH, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the ParentCUSH, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the ParentCUSH, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the ParentCUSH, the Seller, the Servicer or such Originator, as the case may be.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to evidence the release of all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator:
(a) Counterparts A counterpart of (i) this Agreement, duly executed by the parties hereto, Agreement and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly Documents executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) sole member of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers authorizing the execution, delivery and performance by the Parentsuch Borrower, the Seller, the Servicer such Originator and such OriginatorServicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; party and (ii) all the organizational documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Sellereach Borrower, each Originator and the each Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Group Agent receives a subsequent incumbency certificate from the Parenta Borrower, the Seller, the Servicer an Originator or such Originatora Servicer, as the case may be, the Administrator and each Group Agent shall be entitled to rely on the last such certificate delivered to it by the Parentsuch Borrower, the Seller, the Servicer such Originator or such OriginatorServicer, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to the Administrator and suitable each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & ▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for filing under the UCC of all jurisdictions that Borrowers, the Originators and the Servicers, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase enforceability matters and Sale Agreement certain bankruptcy matters, certain UCC perfection and this Agreement, as applicablepriority matters.
(e) Proper financing statement amendments Evidence of payment by the Borrowers of all accrued and unpaid fees (Form UCC‑3including those contemplated by each CBTS Group Fee Letter), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the UCC applicable CBTS Group Fee Letters.
(f) Good standing certificates with respect to each of all jurisdictions that the Administrator may reasonably deem necessary Borrowers, the Originators and the Servicers issued by the Secretary of State (or desirable to release all security interests and other rights similar official) of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerstate of each such Person’s organization.
Appears in 1 contract
Sources: Receivables Financing Agreement (Cincinnati Bell Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) each Fee Letter, duly executed by the Lock-Box Agreementsparties thereto, the Fee Letters, the Purchase and Sale Agreement, (iii) the Performance Undertaking and each of the other Transaction DocumentsGuaranty, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or the equivalent governing bodythereof) of each of the Parent, the Seller, the Servicer Servicer, the Originator, and each Originator ▇▇▇▇▇ Corning authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Servicer, the Originator and such Originator▇▇▇▇▇ Corning, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational documentcertificate of formation) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party▇▇▇▇▇ Corning.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales and each Originator ▇▇▇▇▇ Corning certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to each Rating Agency, the Administrator, each Purchaser Agent and suitable each Purchaser, in form and substance reasonably satisfactory to the Administrator, from ▇▇▇▇▇ Day, counsel for filing under the UCC of all jurisdictions that Seller, the Originator, the Performance Guarantor and the Servicer, and internal counsel for the Seller, the Originator, the Performance Guarantor and the Servicer, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, certain security interest, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableNew York enforceability matters.
(e) Proper financing statement amendments [Reserved].
(Form UCC‑3f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of thethis Agreement and the UCC Fee Letters.
(g) [Reserved].
(h) Good standing certificates with respect to each of all jurisdictions that the Seller, the Servicer and ▇▇▇▇▇ Corning issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(i) All information with respect to the Receivables as the Administrator or the Purchasers may reasonably deem necessary request.
(j) Such other approvals, opinions or desirable to release all security interests and other rights of any Person in documents as the Receivables, Contracts or Related Security previously granted by any Originator Administrator or the Seller.Purchasers may reasonably request. 740811803 17540157
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to shall become effective upon the condition precedent that the Administrator shall have received, on satisfaction (or before the Closing Date, each waiver) of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agentfollowing conditions precedent:
(a) Counterparts of receipt by UF of:
(i) counterparts of this Agreement, duly executed by the parties heretoPerfection Certificate (solely with respect to Borrower), the Side Letter and the Warrant Agreement;
(ii) the Lock-Box AgreementsCommitment Fee;
(iii) expenses then due and owing by Borrower as specified in and in accordance with Section 11.4(a), the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each provided that this Section 2.1(a)(iii) shall only be a condition precedent to occurrence of the other Transaction Documents, Effective Date if an invoice for all such expenses has been received by Borrower at least one (1) Business Day prior to the Effective Date.
(iv) a certificate duly executed by the parties thereto.
(b) Copies of: (i) the resolutions a Responsible Officer or unanimous written consents of the board of directors (or equivalent governing body) secretary of each of Borrower and each Domestic Subsidiary on behalf of such Person, dated as of the ParentEffective Date, which (A) certifies as true, correct and complete, and attaches a copy of, the Sellerresolutions of such Person’s board of directors, the Servicer and each Originator members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, (B) identifies by name and title, and bears the Parent, the Seller, the Servicer and such Originator, as the case may besignatures, of this Agreement and the other Transaction officers of such Person authorized to execute the Loan Documents to which it is a party; , (iiC) all documents evidencing other necessary corporate attaches such Person’s articles or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of formation or incorporation or other formation document, as certified by the Secretary of State (or equivalent organizational documentagency) of such Person’s jurisdiction of organization, and by-laws (D) certifies as true, correct, and complete, and attaches a copy of, such Person’s bylaws or operating, management or partnership agreement (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicersimilar agreement), in each case, together with all amendments or modifications thereto;
(v) a long-form good standing certificate (or the equivalent) for each of Borrower and each Domestic Subsidiary certified by the Secretary or Assistant Secretary of State (or equivalent authorized personother appropriate official) of such Person’s jurisdiction of incorporation, organization or formation (or the equivalent) to the extent good standing (or the equivalent) has meaning in such jurisdiction;
(vi) a customary legal opinion of the Loan Parties’ New York counsel, addressed to ▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to UF;
(vii) a solvency certificate duly executed by a Financial Officer of ▇▇▇▇▇▇▇▇, dated as of the Effective Date, in substantially the form attached as Exhibit D; and
(viii) at least five (5) days prior to the Effective Date, all documentation and other information regarding Borrower requested in connection with applicable party.“know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, to the extent requested by any Lender in writing of Borrower at least 10 days prior to the Effective Date;
(b) the representations and warranties in Sections 4.1(a), (c) and (d), 4.6(a) and (b), and 4.10 of this Agreement shall be true and correct in all material respects as of the Effective Date, provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided, further that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects as of such date; and
(c) A certificate of each document (including any financing statement) required by the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Loan Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parentbe filed, the Seller, the Servicer registered or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable recorded in order to perfect the interests create in favor of the Seller and the Administrator (UF, for the benefit of Lenders, a perfected Lien pursuant to Article 9 of the Purchasers) contemplated Code on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3Section 6.5), duly authorized and suitable shall be in proper form for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary filing, registration or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerrecordation.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) each Fee Letter, duly executed by the Lock-Box Agreementsparties thereto, the Fee Letters, the Purchase and Sale Agreement, (iii) the Performance Undertaking and each of the other Transaction DocumentsGuaranty, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or the equivalent governing bodythereof) of each of the Parent, the Seller, the Servicer Servicer, the Originator, and each Originator ▇▇▇▇▇ Corning authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Servicer, the Originator and such Originator▇▇▇▇▇ Corning, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational documentcertificate of formation) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party▇▇▇▇▇ Corning.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales and each Originator ▇▇▇▇▇ Corning certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to each Rating Agency, the Administrator, each Purchaser Agent and suitable each Purchaser, in form and substance reasonably satisfactory to the Administrator, from ▇▇▇▇▇ Day, counsel for filing under the UCC of all jurisdictions that Seller, the Originator, the Performance Guarantor and the Servicer, and internal counsel for the Seller, the Originator, the Performance Guarantor and the Servicer, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, certain security interest, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableNew York enforceability matters.
(e) Proper financing statement amendments [Reserved].
(Form UCC‑3f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the UCC Agreement and the Fee Letters.
(g) [Reserved].
(h) Good standing certificates with respect to each of all jurisdictions that the Seller, the Servicer and ▇▇▇▇▇ Corning issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(i) All information with respect to the Receivables as the Administrator or the Purchasers may reasonably deem necessary request.
(j) Such other approvals, opinions or desirable to release all security interests and other rights of any Person in documents as the Receivables, Contracts or Related Security previously granted by any Originator Administrator or the SellerPurchasers may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have Administrative Agent’s having received, on or before the Closing Datedate hereof, each of the followingfollowing items, each of which must be in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Administrative Agent:
(a) Counterparts Fully-executed copies of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale AgreementContribution Agreement for the US Borrower, an Account Control Agreement for each Concentration Account and each Collection Account - Class A, the Performance Undertaking Powers of Attorney required pursuant to Sections 7.4(b) and 10.7, and each of the other Transaction DocumentsFee Letter, each duly executed and delivered by the parties thereto.;
(b) Copies of: A certificate of an appropriate officer, director or manager, as applicable, of the US Borrower, each Originator, the Performance Guarantor and the Servicer, dated as of the date hereof, each certifying (i) the resolutions or unanimous written consents of the board Board of directors (Directors or equivalent governing body) of each Managers or other appropriate body of the ParentUS Borrower, such Originator, the SellerPerformance Guarantor or the Servicer, the Servicer and each Originator as applicable, authorizing the execution, delivery and performance by it of the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing the occurrence of any other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents Documents; and (iii) the certificate of incorporation (or equivalent organizational document) and formation, by-laws (laws, limited liability company agreement or equivalent governing document) other applicable organizational documents of the ParentUS Borrower, such Originator, the Seller, each Originator and Performance Guarantor or the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.as applicable;
(c) A certificate of the Secretary an appropriate officer, director or Assistant Secretary (or equivalent authorized person) of each manager, as applicable, of the ParentUS Borrower, each Originator, the SellerPerformance Guarantor and the Servicer, dated as of the Servicer and each Originator date hereof, certifying as to (i) the names and true signatures of its officers who are authorized to sign this Agreement the Transaction Documents, (ii) as to the truth and correctness in all material respects of the other Transaction Documents to which it is a party. Until representations and warranties made by the Administrator receives a subsequent incumbency certificate from the ParentUS Borrower, the Seller, the Servicer or such Originator, as the case may be, Performance Guarantor or the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such OriginatorServicer, as applicable, in the case may be.Transaction Documents, and (iii) as to the absence of any Unmatured Events of Default or Events of Default;
(d) Proper Completed UCC search reports, dated a date prior to, but reasonably near the date hereof, listing all financing statements filed in all jurisdictions referred to in subsection (e) below that name an Originator or the US Borrower as debtor, together with copies of such financing statements showing no Adverse Claims on any Pool Receivables other than the Receivables listed on Schedule VI;
(e) Acknowledgment copies of proper termination statements (Form UCC‑1UCC-3), duly authorized any other relevant filings and such other documentation necessary or desirable to evidence the release of all security interests, ownership and other rights of any Person previously granted by any Originator in the Pool Receivables or any Related Security (other than the Receivables listed on Schedule VI);
(f) Proper financing statements, suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller US Borrower and the Administrator (Administrative Agent, for the benefit of the Purchasers) Lenders, contemplated by this Agreement and the Purchase and Sale Contribution Agreement executed by the US Borrower;
(g) Legal opinions of counsel for the Borrowers, the Servicer, each Originator and this Agreementthe Performance Guarantor, each dated as of the date hereof and addressed to the Lenders and the Administrative Agent, from: (i) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Borrowers, the Servicer, the Performance Guarantor and the Originators, as applicable.
to (eA) Proper financing statement amendments creation and perfection of security interests, (Form UCC‑3B) certain corporate matters (including enforceability, non-contravention of organizational documents, material agreements and laws, and 162989721 Investment Company Act matters), duly authorized and suitable for filing under the UCC (C) certain true sale and non-consolidation matters; and (ii) Childs ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC, special Nevada counsel to Cinelease, Inc., as to perfection of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.certain corporate matters;
Appears in 1 contract
Sources: Receivables Financing Agreement (Herc Holdings Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the each Fee LettersLetter, the Purchase and Sale Agreement, the LC Transfer Agreement and the Performance Undertaking and each of the other Transaction DocumentsGuaranty, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or the equivalent governing bodythereof) of each of the Parent, the Seller, the Servicer Servicer, the Originator, and each Originator ▇▇▇▇▇ Corning authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Servicer, the Originator and such Originator▇▇▇▇▇ Corning, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational documentcertificate of formation) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party▇▇▇▇▇ Corning.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales and each Originator ▇▇▇▇▇ Corning certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be.
(d) Proper financing statements (Form UCC‑1UCC-1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments statements (Form UCC‑3UCC-3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any the Originator or the Seller.
(f) Completed UCC search reports, dated on or shortly before the Closing Date, listing the financing statements filed in all applicable jurisdictions that name the Originator, the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets other than any security interests that are released as of the Closing Date.
(g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser Agent and each Purchaser, in form and substance reasonably satisfactory to the Administrator, from Sidley Austin LLP, counsel for the Seller, the Originator, the Servicer and ▇▇▇▇▇ Corning, and internal counsel for the Seller, the Originator, the Servicer and ▇▇▇▇▇ Corning, covering such matters as the Administrator may reasonably request, including, without limitation, certain organizational and New York enforceability matters, certain bankruptcy matters and certain UCC perfection matters.
(h) Satisfactory results of a review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement.
(i) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing.
(j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Fee Letters.
(k) Each Fee Letter duly executed by the Seller.
(l) Good standing certificates with respect to each of the Seller, the Originator, the Servicer and ▇▇▇▇▇ Corning issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(m) All information with respect to the Receivables as the Administrator or the Purchasers may reasonably request.
(n) Such other approvals, opinions or documents as the Administrator or the Purchasers may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts A counterpart of (i) this Agreement, duly executed by the parties hereto, Agreement and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly Documents executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board Board of directors (or equivalent governing body) Directors of each of the Parent, the Seller, the Originators and the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, such Originator and the Servicer and such OriginatorServicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary limited liability company or corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate organizational documents of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Originators and the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Parent, the Seller, an Originator or the Servicer or such OriginatorServicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, such Originator or the Servicer or such OriginatorServicer, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to the Administrator, each Purchaser and suitable each Purchaser Agent in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of The Law Offices of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PLLC, Cravath, Swaine & ▇▇▇▇▇ LLP or ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger P.A., counsel for filing under Seller, the UCC of all jurisdictions that Originators and the Servicer, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase enforceability matters and Sale Agreement certain bankruptcy matters, certain UCC perfection and this Agreement, as applicablepriority matters.
(e) Proper financing statement amendments A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing.
(Form UCC‑3f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the UCC applicable Purchaser Group Fee Letters.
(g) Good standing certificates with respect to each of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person's organization.
(h) To the extent required by each Conduit Purchaser's commercial paper program, letters from each of the rating agencies then rating the Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cincinnati Bell Inc)
Conditions Precedent to Effectiveness. The effectiveness of In order for this Agreement is subject to the condition precedent that the Administrator shall have received, become effective on or before the Closing Date, each all obligations of the Borrowers hereunder incurred at or prior to such date (including, without limitation, the Borrowers' obligations to reimburse the reasonable fees and expenses of counsel to the Co-Agents and any fees and expenses payable to the Arrangers, the Co-Agents and the Lenders as previously agreed with Interface), shall have been paid in full, and the Co-Agents shall have received the following, each in form and substance (including the date thereof) reasonably satisfactory in all respects to the Administrator and each Purchaser AgentCo-Agents:
(a) Counterparts the duly executed counterparts of this Agreement;
(b) the duly completed Notes;
(c) the duly executed Master Acknowledgement Agreement;
(d) certificate of the Borrowers in substantially the form of Exhibit E attached hereto and appropriately completed;
(e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) attaching and certifying copies of the resolutions of the boards of directors (or, in the case of any Foreign Subsidiary, the comparable governing body of such entity) of the Credit Parties, authorizing as applicable (i) this Agreementthe execution, duly executed by delivery and performance of the parties heretoCredit Documents, and (ii) the Lock-Box Agreementsgranting of the security interest pursuant to the Security Documents;
(f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties (or, in the Fee Letterscase of any Foreign Subsidiary, a comparable company officer) certifying (i) the Purchase name, title and Sale true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities;
(g) certified copies of the certificate or articles of incorporation of each Credit Party (or comparable organizational document of each Foreign Subsidiary), together with certificates of good standing or existence, as may be available from the Secretary of State (or comparable office or registry for each Foreign Subsidiary) of the jurisdiction of incorporation or organization of such Credit Party;
(h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(i) certified copies of the Intercompany Loan Documents;
(j) acknowledgments from each of ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as to their appointment as agent for service of process for the various Credit Parties;
(k) the Letter of Credit Agreement, together with all certificates, opinions, documents and instruments required to be furnished to the Performance Undertaking L/C Issuers pursuant to Section 3.1 of the Letter of Credit Agreement;
(l) certified copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 6.18, in any single case in an amount not less than $5,000,000 (or the Dollar Equivalent thereof);
(m) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans;
(n) certificates, reports, environmental audits and investigations, and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;
(o) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(p) a summary, set forth in format and detail acceptable to the Co-Agents, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies;
(q) the favorable opinions of (i) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ counsel to the Credit Parties, substantially in the form of Exhibit F, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇, United Kingdom counsel to Europe Limited substantially in the form of Exhibit G-1, and (iii) ▇▇▇ ▇▇▇ ▇▇▇▇▇, Netherlands counsel to Europe B.V. substantially in the form of Exhibit G-2, in each case addressed to the Co-Agents and each of the Lenders, and covering such other Transaction Documents, duly executed by the parties thereto.matters as either Co-Agent or any Lender may reasonably request;
(br) Copies of: (i) the resolutions or unanimous written consents a duly completed certificate of the board president, chief financial officer or principal accounting officer of directors (or equivalent governing bodyInterface as described in Section 7.07(c) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, given with respect to the financial statements of Interface and the Consolidated Companies for the fiscal quarter ended September 30, 2001;
(s) a completed Borrowing Base Certificate, as of September 30, 2001 and dated as of the Closing Date, demonstrating to the satisfaction of the Agents and the Required Lenders an availability under the Domestic Credit Facility of no less than $100,000,000; In addition to the foregoing, the following conditions shall have been satisfied or shall have existed, all to the satisfaction of the Co-Agents, as of the time this Agreement becomes effective:
(t) the Loans to be made on the Closing Date and the use of proceeds thereof shall not have contravened, violated or conflicted with, or involved the Co-Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other Transaction governmental authority; and
(u) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Required Lenders;
(iiiv) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the ParentAdditional Senior Notes, the Seller, each Originator terms of which shall be in form and substance satisfactory to the Co-Agents and the ServicerRequired Lenders, in each case, certified by shall have been issued and the Secretary or Assistant Secretary proceeds thereof shall have been used to repay loans and permanently reduce the commitments under the Existing Credit Agreement (or equivalent authorized person) of the applicable party.as required pursuant to Section 2.08 and Section 3.08); and
(cw) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer All payments required to be made pursuant to Sections 2.08 and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator 3.08 shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may behave been paid in full.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that fulfillment of the Administrator following conditions precedent:
(a) The Administrative Agent shall have received, received on or before the Closing Date, each of Date the following, each dated the Closing Date, in form and substance (including the date thereof) reasonably satisfactory to the Administrator Administrative Agent and in sufficient copies for each Purchaser Agent:Lender (except for the Notes):
(ai) Counterparts of (i) this Agreement, duly executed by the parties hereto, Borrower and the Guarantor.
(ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each Revolving Notes of the other Transaction DocumentsBorrower, duly executed by made to the parties theretoorder of each Lender in the amount of such Lender's Commitment.
(biii) Copies of: (i) the resolutions or unanimous written consents Competitive Notes of the board of directors (or equivalent governing body) Borrower, duly made to the order of each Lender in the amount of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable partyLender's Commitment.
(civ) A certificate from the chief financial officer of the Borrower certifying that, after giving effect to the transactions contemplated by the Loan Documents, the Borrower and the Guarantor are Solvent on the Closing Date.
(v) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to Loan Party certifying:
(A) the names and true signatures of its the officers who are of such Loan Party authorized to sign this Agreement the Loan Documents to which such Loan Party is a party and the other Transaction Documents documents to which it be delivered by such Loan Party hereunder;
(B) that attached thereto are true and correct copies of: (1) its Formation Documents, and (2) in the case such Loan Party is (i) a party. Until the Administrator receives a subsequent incumbency certificate from the Parentcorporation, the Sellerresolutions of its board of directors, and (ii) a partnership, a limited partnership or a limited liability company, the Servicer necessary consents of its partners or such Originatormembers, as the case may be, in each case, approving the Administrator shall be entitled Loan Documents to rely on which such Loan Party is a party; and (3) all other documents evidencing other necessary corporate or other action, if any, with respect to the last execution, delivery and performance by such certificate delivered Loan Party of the Loan Documents to it by which such Loan Party is a party; and
(C) that the Parent, the Seller, the Servicer resolutions or such Originatorconsents, as the case may be, referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date.
(dvi) Proper financing statements A certificate signed by the Chief Financial Officer, Treasurer+ or Assistant Treasurer of the Parent Guarantor and the Borrower, certifying as to:
(Form UCC‑1A) the delivery to each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and
(B) the absence of any material adverse change in the business, condition (financial or otherwise), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary operations, performance, properties or desirable in order to perfect the interests prospects of the Seller Parent Guarantor, the Borrower or, the Parent Guarantor and its Subsidiaries taken as a whole since September 30, 1997, except as disclosed in the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableDisclosure Documents.
(evii) Proper financing statement amendments (Form UCC‑3), A certificate of a duly authorized and suitable for filing under the UCC officer of all jurisdictions each Credit Party stating that the Administrator may reasonably deem necessary representations and warranties contained in Section 8.1 of such Credit Party are correct, in all material respects, on and as of the Closing Date before and after giving effect to the Advances and issuances to be made on such date and the application of the proceeds thereof, and no event has occurred and is continuing which constitutes an Event of Default or desirable to release all security interests and other rights of any Person in the ReceivablesUnmatured Default, Contracts or Related Security previously granted by any Originator would result from such initial Advances or issuances or the Sellerapplication of the proceeds thereof.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this amendment and restatement of the Existing RPA as set forth in this Agreement is subject to the condition conditions precedent that the Administrator Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received, on or before the Closing Datereceived (unless otherwise waived), each of the following, each following in form and substance (including the date thereof) reasonably satisfactory to the Administrator Collateral Agent, the Administrative Agent, and each Purchaser Agent:
(a) Counterparts a copy of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents consents, as applicable, of the board of directors or managers or member (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originatorany authorized sub-committee), as the case may be, of this Agreement each of the Sellers, Originators, the Servicer, and Sprint Corporation required to authorize the execution, delivery, and performance by it of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other Transaction Documents to which it is a party; authorized person;
(iib) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation good standing certificates (or equivalent organizational documentthe equivalent) for each Seller, Originator (if applicable), the Servicer, and by-laws Sprint Corporation issued by the Secretary of State (or equivalent governing documentthe equivalent) of the Parent, the Seller, jurisdiction in which each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.such entity is organized;
(c) A a certificate of the Secretary secretary or Assistant Secretary (or equivalent authorized person) assistant secretary of each of the ParentSellers, Originators, the SellerServicer, the Servicer and each Originator Sprint Corporation certifying as to the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents Documents, as applicable, to be delivered by it hereunder (on which it is a party. Until certificate the Administrator receives a subsequent incumbency certificate from the ParentCollateral Agent, the SellerAdministrative Agent, the Servicer or each Purchaser and each Purchaser Agent may conclusively rely until such Originatortime as such party shall have received from Sellers, Originators, Servicer, and Sprint Corporation, as the case may be, a revised certificate meeting the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.requirements of this clause (c));
(d) Proper financing statements copies of the certificates of incorporation or formation (Form UCC‑1or the equivalent) of each of the Sellers, Originators, the Servicer, and Sprint Corporation duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated foregoing duly certified by the Purchase and Sale Agreement and this Agreement, as applicable.secretary or an assistant secretary of each such Person;
(e) Proper a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing statement amendments statements, state and federal tax, or ERISA liens and judgments that name any Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (Form UCC‑3), duly authorized f) and suitable for filing under the UCC of all any other jurisdictions that the Administrator Collateral Agent or the Administrative Agent shall reasonably request together with copies of such financing statements;
(f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables, Related Assets, Lease Contracts, or Lease Devices, other than financing statements filed pursuant to this Agreement or the Existing RPA;
(g) proper financing statements (form UCC-3) to be filed under the UCC, amending each of the financing statements previously filed pursuant to this Agreement, in order to, among other things, reflect the inclusion of the MTM Lease Receivable Pool;
(h) [reserved];
(i) opinions (including with respect to creation and perfection of security interests under the applicable UCC); non-consolidation, non-rejection, and true sale matters; and other standard corporate opinions reasonably required by the Collateral Agent and the Administrative Agent;
(j) completion of satisfactory due diligence in respect of the MTM Lease Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent;
(k) duly executed copies of each of the Fee Letters, including those replacing the Fee Letters (as defined in the Existing RPA);
(l) duly executed copies of the Transaction Documents, including the Sale Agreement and the Performance Support Agreement;
(m) payment by or on behalf of the Sellers of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable documented out-of-pocket costs and expenses required to be reimbursed hereunder;
(n) payment by or on behalf of the Sellers of each of the SCC Administrative Agent’s and Lease Administrative Agent’s (as such terms are defined in the Existing RPA) accrued and unpaid fees under the Fee Letters as of the Third Restatement Effective Date and reasonable unreimbursed documented out-of-pocket costs and expenses to be reimbursed hereunder; and
(o) such other agreements, instruments, certificates, opinions, and other documents as the Collateral Agent or the Administrative Agent may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerrequest.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box amendments, each dated as of the date hereof, to the Sale Agreements, duly executed by the Fee Letters, the Purchase parties thereto and Sale Agreement, the Performance Undertaking and each of (iii) the other Transaction Documents, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer Originators, the Transferor, and each Originator ACI authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Originators, the Transferor and such OriginatorACI, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Transferor and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable partyACI.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of the Seller, each of the ParentOriginators, the Seller, the Servicer Transferor and each Originator ACI certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be.
(d) Proper financing statements (Form UCC‑1UCC-1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale this Agreement and this Agreement, as applicableeach of the Sale Agreements.
(e) Proper financing statement amendments statements (Form UCC‑3UCC-3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator Originator, the Transferor or the Seller.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this amendment and restatement of the Original RPA as set forth in this Agreement is subject to the condition conditions precedent that the Administrator Collateral Agent and each Administrative Agent shall have received, on or before the Closing Datereceived (unless otherwise waived), each of the following, each following in form and substance (including the date thereof) reasonably satisfactory to the Administrator Collateral Agent, each Administrative Agent and each Purchaser Agent:
(a) Counterparts a copy of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents consents, as applicable, of the board of directors or managers or member (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originatorany authorized sub-committee), as the case may be, of this Agreement each of the Sellers, Originators, the Servicer and Sprint Corporation required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other Transaction Documents to which it is a party; authorized person;
(iib) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation good standing certificates (or equivalent organizational documentthe equivalent) for each Seller, Originator (if applicable), the Servicer and by-laws Sprint Corporation issued by the Secretary of State (or equivalent governing documentthe equivalent) of the Parent, the Seller, jurisdiction in which each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.such entity is organized;
(c) A a certificate of the Secretary secretary or Assistant Secretary (or equivalent authorized person) assistant secretary of each of the ParentSellers, the SellerOriginators, the Servicer and each Originator Sprint Corporation certifying as to the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents Documents, as applicable, to be delivered by it hereunder (on which it is a party. Until certificate the Administrator receives a subsequent incumbency certificate Collateral Agent, each Administrative Agent and each Purchaser may conclusively rely until such time as such party shall have received from the ParentSellers, the SellerOriginators, the Servicer or such Originatorand Sprint Corporation, as the case may be, a revised certificate meeting the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.requirements of this clause (c));
(d) Proper financing statements copies of the certificates of incorporation or formation (Form UCC‑1or the equivalent) of each of the Sellers, Originators, the Servicer and Sprint Corporation duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated foregoing duly certified by the Purchase and Sale Agreement and this Agreement, as applicable.secretary or an assistant secretary of each such Person;
(e) Proper a search report by a nationally recognized search firm provided in writing to the Collateral Agent and each Administrative Agent by the Servicer listing all financing statement amendments statements, state and federal tax or ERISA liens and judgments that name any Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (Form UCC‑3), duly authorized f) and suitable for filing under the UCC of all any other jurisdictions that the Administrator Collateral Agent or any Administrative Agent shall reasonably request together with copies of such financing statements;
(f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and each Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than financing statements filed pursuant to clauses (e) and (f) of Section 5.1 of the Original RPA;
(g) proper financing statements (form UCC-3) to be filed under the UCC, amending each of the financing statements filed described in clause (e) and (f) of Section 5.1 of the Original RPA, in order to reflect the inclusion of the ISC Receivables and the change of the “secured party” to the Collateral Agent;
(h) duly executed copies of Lock-Box Agreements with each Lock-Box Bank and amendments thereto to reflect the change from the SCC Administrative Agent as a party thereto to the Collateral Agent;
(i) opinions (including with respect to creation and perfection of security interests (under the applicable UCC); non-consolidation and true sale matters; and other standard corporate opinions reasonably required by the Collateral Agent and each Administrative Agent;
(j) completion of satisfactory due diligence in respect of the ISC Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent and the Administrative Agents;
(k) a pro forma Information Package, prepared in respect of the proposed initial Purchase, in form and substance reasonably satisfactory to the Collateral Agent and each Administrative Agent, which shall include, without limitation, the initial ISC Cap Reserve Amount computed two (2) Business Days prior to the Restatement Effective Date;
(l) duly executed copies of the Transaction Documents;
(m) payment by or on behalf of the Sellers of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s and each Administrative Agent’s reasonable documented out-of-pocket costs and expenses required to be reimbursed hereunder; and
(n) such other agreements, instruments, certificates, opinions and other documents as the Collateral Agent or any Administrative Agent may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerrequest.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to Borrower shall satisfy the condition following conditions precedent that on the Administrator shall have received, on or before the Closing Effective Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of the Lender shall have received:
(i) an executed copy of this Agreement, duly executed by the parties hereto, and ;
(ii) certified copies of resolutions (the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, “Resolutions”) duly executed adopted by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator Borrower authorizing the execution, delivery and performance by of the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Loan Documents to which it is a partyparty and the borrowings or guarantees hereunder, as applicable;
(iii) a certificate of the secretary or assistant secretary (where applicable) of the Borrower certifying (A) that attached thereto is a true and complete copy of each Organizational Document of the Borrower, and (B) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; and
(iv) an executed copy of (i) the Security Agreement and (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this a Subordination Agreement signed by the subordinated creditors and the other Transaction Documents and parties specified therein;
(iiib) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) each of the Parentrepresentations and warranties in Sections 5.1 and 5.2 hereof shall be true and correct as though made on or as of such date, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) a senior officer of the applicable party.Borrower shall have certified to the same;
(c) A certificate all Governmental Authorizations and material authorizations by third parties necessary for the entering into and performance by the Borrower of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Loan Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.obtained and shall be in full force and effect; and
(d) Proper financing statements there shall not have occurred any default or event of default that is continuing (Form UCC‑1or an event which would result in a right of termination, cancellation or acceleration of any obligation) under the Asset Purchase Agreement (except as a result, directly or indirectly, of any breach of the terms of the Asset Purchase Agreement by the Lender), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests a senior officer of the Seller and Borrower shall have certified to the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicablesame.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Credit Agreement (Viggle Inc.)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements▇▇▇▇▇ Payoff Letter, duly executed by the Fee Lettersparties thereto, (iii) the Purchase Credit Agricole Payoff Letter, duly executed by the parties thereto and Sale (iv) the Subsequent LC Transfer Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or the equivalent governing bodythereof) of each of the Parent, the Seller, the Servicer Servicer, the Originator, and each Originator ▇▇▇▇▇ Corning authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Servicer, the Originator and such Originator▇▇▇▇▇ Corning, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational documentcertificate of formation) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party▇▇▇▇▇ Corning.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales and each Originator ▇▇▇▇▇ Corning certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer ▇▇▇▇▇ Corning Sales or such Originator▇▇▇▇▇ Corning, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to each Rating Agency, the Administrator, each Purchaser Agent and suitable each Purchaser, in form and substance reasonably satisfactory to the Administrator, from Sidley Austin LLP, counsel for filing under the UCC of all jurisdictions that Seller and the Servicer, and internal counsel for the Seller and the Servicer, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, certain organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableNew York enforceability matters.
(e) Proper financing statement amendments [Reserved].
(Form UCC‑3f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Fee Letters.
(g) Each Fee Letter duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted executed by any Originator or the Seller.
(h) Good standing certificates with respect to each of the Seller, the Servicer and ▇▇▇▇▇ Corning issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(i) All information with respect to the Receivables as the Administrator or the Purchasers may reasonably request.
(j) Such other approvals, opinions or documents as the Administrator or the Purchasers may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness. The This Amendment shall become effective as of April 30, 2001 (the "EFFECTIVE DATE"), provided, however, that the effectiveness of this Agreement the provisions of Sections 1(h), 1(i) and 3 hereof is subject to the condition precedent that receipt by the Administrator shall have received, on or before the Closing Date, each Agent of the following, each appropriately completed and duly executed as required and otherwise in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts counterparts of this Amendment, executed by the Company and the Guarantors.
(b) an opinion of Debo▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ her capacity as Vice President, Secretary and General Counsel of the Company and addressed to the Agent and the other Secured Parties (as defined in the Security Agreement), in form and substance satisfactory to the Agent;
(c) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Agent, or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Agent in accordance with applicable law;
(d) evidence of the payment of (i) this Agreement, duly executed an amendment fee to be shared by the parties heretoBanks in accordance with each Bank's Pro Rata Share, as required by the letter agreement between the Company and the Banks dated April 30, 2001, and (ii) all legal fees and expenses of the Lock-Box Agreements, Agent and the Fee Letters, Banks heretofore billed to the Purchase and Sale Agreement, Company;
(e) a certificate of the Performance Undertaking Secretary or Assistant Secretary of the Company and each of the other Transaction Documents, duly executed by the parties thereto.
Guarantor certifying as to (bA) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originatormembers, as the case may be, of the Company and each Guarantor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvalsAmendment, if any, with respect to this Agreement and the other Transaction Documents and (iiiB) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing documentname(s) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized personofficer(s) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer Company and each Originator certifying as to the names and true signatures of its officers who are Guarantor authorized to sign this Agreement Amendment and the documents related hereto on behalf of the Company and each Guarantor; and
(f) such other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parentinstruments, the Seller, the Servicer or such Originator, agreements and documents as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator Agent may reasonably deem necessary or desirable request, in order each case duly executed as required and otherwise in form and substance reasonably satisfactory to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableAgent.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Credit Agreement (Midway Games Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator:
(a) Counterparts A counterpart of (i) this Agreement, duly executed by the parties hereto, Agreement and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly Documents executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers authorizing the execution, delivery and performance by the Parentsuch Borrower, the Seller, the Servicer such Originator and such OriginatorServicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; party and (ii) all the organizational documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Sellereach Borrower, each Originator and the each Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the ParentBorrowers, the Seller, Originators and the Servicer and each Originator Servicers certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Group Agent receives a subsequent incumbency certificate from the Parenta Borrower, the Seller, the Servicer an Originator or such Originatora Servicer, as the case may be, the Administrator and each Group Agent shall be entitled to rely on the last such certificate delivered to it by the Parentsuch Borrower, the Seller, the Servicer such Originator or such OriginatorServicer, as the case may be.
(d) Proper financing statements (Form UCC‑1)Favorable opinions, duly authorized addressed to the Administrator and suitable each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger P.A. or Gowling WLG, counsel for filing under the UCC of all jurisdictions that Borrowers, the Originators and the Servicers, covering such matters as the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller request, including, without limitation, organizational and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase enforceability matters and Sale Agreement certain bankruptcy matters, certain UCC perfection and this Agreement, as applicablepriority matters.
(e) Proper financing statement amendments Evidence of payment by the Borrowers of all accrued and unpaid fees (Form UCC‑3including those contemplated by each Group Fee Letter), duly authorized costs and suitable for filing expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the UCC applicable Group Fee Letters.
(f) Good standing certificates with respect to each of all jurisdictions that the Administrator may reasonably deem necessary Borrowers, the Originators and the Servicers issued by the Secretary of State (or desirable to release all security interests and other rights similar official) of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerstate of each such Person’s organization.
Appears in 1 contract
Sources: Receivables Financing Agreement (Cincinnati Bell Inc)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement on the Closing Date is subject to the condition conditions precedent that the Administrator Program Agent and each Investor Agent shall have received, received on or before the Closing Date, each of Date the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonably satisfactory to the Administrator Program Agent and each Purchaser Investor Agent:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each Certified copies of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, as sole member of the SellerTransferor, and the Board of Directors of NBCUniversal, LLC, as parent of the Parent and the other Originators, approving this Agreement, the Servicer Sale Agreements and each Originator authorizing any other Transaction Documents to which the execution, delivery and performance by the ParentTransferor, the SellerParent and/or the other Originators, the Servicer as applicable, are a party and such Originatorcertified copies of all documents evidencing other necessary corporate, limited partnership or limited liability company, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement Agreement, the Sale Agreements and the any such other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable partyDocuments.
(cb) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the ParentTransferor, the Seller, Parent and the Servicer and each Originator other Originators certifying as to the names and true signatures of its the officers who are of the Transferor, the Parent and the other Originators authorized to sign this Agreement Agreement, the Sale Agreements and the other Transaction Documents documents to which be delivered by it is a party. Until hereunder and thereunder.
(c) Favorable opinions of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrator receives a subsequent incumbency certificate from the ParentTransferor, the SellerParent and the other Originators, substantially in the form of Annex C-1 hereto.
(d) Favorable opinions of internal counsel for the Transferor, the Servicer Parent and the other Originators, substantially in the form of Annexes C-2, C-3 and C-4 hereto.
(e) The Fee Agreement.
(f) An executed copy of each of the SCA and the Subsidiary Sale and Purchase Agreement.
(g) A copy of the limited liability company agreement, limited partnership agreement, by-laws, operating agreement or such Originator, as regulations of the case may beTransferor, the Administrator shall be entitled to rely on Parent and the last such certificate delivered to it other Originators, certified by the ParentSecretary or Assistant Secretary of the Transferor, the Seller, Parent or the Servicer or such Originatorother Originators, as the case may be.
(dh) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests A copy of the Seller certificate or articles of incorporation or the certificate of formation of each of the Transferor, the Parent and the Administrator (for other Originators certified as of a recent date by the benefit Secretary of State or other appropriate official of the Purchasers) contemplated by state of its organization, and a certificate as to the Purchase good standing of each of the Transferor, the Parent and Sale Agreement and this Agreementthe other Originators which are not general partnerships from such Secretary of State or other official, dated as applicableof a recent date.
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Receivables Acquisition Agreement (NBCUniversal Media, LLC)
Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective upon the satisfaction of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the followingfollowing conditions precedent, each in case in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Administrative Agent:
(a) Counterparts The Administrative Agent shall have received a fully executed copy of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.Amendment;
(b) Copies of: The Administrative Agent shall have received certified copies of the Capital Contribution and Partnership Interest and Stock Purchase Agreement evidencing the Yucatan Acquisition and each other agreement, instrument, document and certificate related thereto;
(c) The Administrative Agent shall have received copies of all reasonably requested business and financial information, including a pro forma statement of profits and losses;
(d) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the date hereof and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator other body authorizing the execution, delivery and performance by of the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Loan Documents to which it is a party; , (iiB) all documents evidencing other necessary corporate or organizational action identify by name and governmental approvals, if any, with respect to this Agreement title and bear the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) signatures of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) officers of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are such Loan Party authorized to sign this Agreement and the other Transaction Loan Documents to which it is a party. Until party and, in the Administrator receives case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a subsequent incumbency true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization;
(e) The Administrative Agent shall have received (x) a certificate, signed by the Parentchief financial officer of the Borrower and each other Loan Party, dated as of the Fourth Amendment Effective Date (i) stating that no Default or Event of Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent and (y) a certificate signed by a Financial Officer dated the Fourth Amendment Effective Date stating that each Loan Party is in compliance with the solvency representation set forth in Section 3.13 of the Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent;
(f) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of each Loan Party and such other jurisdictions as it may have requested, and such search shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 of the Credit Agreement or discharged on or prior to date hereof pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent;
(g) The Administrative Agent shall have received a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders consistent with the opinion letter delivered on the Initial Effective Date and in form and substance reasonably acceptable to the Administrative Agent and its counsel;
(h) Before and after giving effect to the Amendment, the Sellerrepresentations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects with the same effect as if made on the Fourth Amendment Date (except to the extent stated to relate to a specific earlier date, the Servicer in which case that representation or such Originatorwarranty is true and correct in all material respect or in all respects, as applicable, as of that earlier date);
(i) The Administrative Agent shall have received the case may becertificates representing the Equity Interests of each of Toluca and Camden pledged pursuant to the Security Agreement, the Administrator shall be entitled to rely on the last together with an undated stock power for each such certificate delivered to it executed in blank by a duly authorized officer of the pledgor thereof;
(j) Each document (including any Uniform Commercial Code financing statement) required by the ParentCollateral Documents or under law or reasonably requested by the Administrative Agent to be filed, the Seller, the Servicer registered or such Originator, as the case may be.
(d) Proper financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable recorded in order to perfect the interests create in favor of the Seller and the Administrator (Administrative Agent, for the benefit of the PurchasersSecured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 to the Credit Agreement), shall be in proper form for filing, registration or recordation;
(k) contemplated to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Fourth Amendment Effective Date, any Lender that has requested a Beneficial Ownership Certification from the Borrower shall have received such Beneficial Ownership Certification;
(l) The Administrative Agent shall have received the fees provided in Section 6 of this Amendment;
(m) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment or would result from the making of the Loans to be made on the Fourth Amendment Date;
(n) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect; and
(o) The Administrative Agent shall have received such other documents and taken such other actions as the Administrative Agent or its counsel may have reasonably requested (including, without limitation, any such documents, instruments and items set forth on that closing checklist last delivered to the Borrower by the Purchase and Sale Agreement and this Agreement, as applicableAdministrative Agent).
(e) Proper financing statement amendments (Form UCC‑3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Seller.
Appears in 1 contract
Sources: Credit Agreement (Landec Corp \Ca\)
Conditions Precedent to Effectiveness. The effectiveness of this the Agreement is subject to the condition precedent that (I) the Confirmation Order shall have been entered and shall not be subject to a stay or have been reversed, modified or amended (other than as otherwise consented to in writing by the Administrator and each Purchaser), (II) the Plan of Reorganization shall have become effective and (III) the Administrator and each Purchaser Agent shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts of (i) this the Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and each Sale Agreement, (iii) the Performance Undertaking Guaranty, (iv) each Fee Letter and (v) the Originator Performance Guaranty, in each of the other Transaction Documentscase, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each of the Parent, the Seller, the Servicer Originators, the Transferor, and each Originator ACI authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer Originators, the Transferor and such OriginatorACI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator the Originators, the Transferor and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable partyACI.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of the Seller, each of the ParentOriginators, the Seller, the Servicer Transferor and each Originator ACI certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer Originators, the Transferor or such OriginatorACI, as the case may be.
(d) Proper Completed UCC search reports, dated the Closing Date or no earlier than 30 days prior thereto, listing the financing statements (Form UCC‑1), duly authorized and suitable for filing under the UCC of filed in all applicable jurisdictions that name any Originator, Transferor or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may reasonably deem necessary or desirable in order to perfect the request, showing no Adverse Claims on any Pool Assets other than any security interests that are released as of the Seller and Closing Date pursuant to the Administrator (for Confirmation Order or the benefit Plan of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableReorganization.
(e) Proper financing statement amendments (Form UCC‑3)Favorable opinions, duly authorized addressed to the Administrator, each Purchaser Agent and suitable each Purchaser, in form and substance reasonably satisfactory to the Administrator, of external counsel for filing under the UCC of all jurisdictions that Seller, the Originators, the Servicer and ACI, covering such matters as the Administrator may reasonably deem necessary request, including, without limitation, (i) certain Delaware corporate and no conflict matters, (ii) certain organizational and New York enforceability matters (iii) certain bankruptcy matters, and (iv) certain UCC creation and Delaware perfection matters. 729565239 15494375 II-1 (f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or desirable referenced in Section 5.4 of the Agreement (including all Attorney Costs that have been invoiced at least one (1) Business Day prior to release all security interests the Closing Date and other rights payment of any Person reasonable costs and expenses to counsel for Regions in an amount not to exceed $15,000) and the Receivables, Contracts or Related Security previously granted by any Originator or the SellerFee Letters.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this amendment and restatement of the Existing RPA as set forth in this Agreement is subject to the condition conditions precedent that the Administrator Collateral Agent and each Administrative Agent shall have received, on or before the Closing Datereceived (unless otherwise waived), each of the following, each following in form and substance (including the date thereof) reasonably satisfactory to the Administrator Collateral Agent, each Administrative Agent and each Purchaser Agent:
(a) Counterparts a copy of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.
(b) Copies of: (i) the resolutions or unanimous written consents consents, as applicable, of the board of directors or managers or member (or equivalent governing body) of each of the Parent, the Seller, the Servicer and each Originator authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originatorany authorized sub-committee), as the case may be, of this Agreement each of the Sellers, Originators, the Servicer and Sprint Corporation required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other Transaction Documents to which it is a party; authorized person;
(iib) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation good standing certificates (or equivalent organizational documentthe equivalent) for each Seller, Originator (if applicable), the Servicer and by-laws Sprint Corporation issued by the Secretary of State (or equivalent governing documentthe equivalent) of the Parent, the Seller, jurisdiction in which each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.such entity is organized;
(c) A a certificate of the Secretary secretary or Assistant Secretary (or equivalent authorized person) assistant secretary of each of the ParentSellers, the SellerOriginators, the Servicer and each Originator Sprint Corporation certifying as to the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents Documents, as applicable, to be delivered by it hereunder (on which it is a party. Until certificate the Administrator receives a subsequent incumbency certificate Collateral Agent, each Administrative Agent and each Purchaser may conclusively rely until such time as such party shall have received from the ParentSellers, the SellerOriginators, the Servicer or such Originatorand Sprint Corporation, as the case may be, a revised certificate meeting the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may be.requirements of this clause (c));
(d) Proper financing statements copies of the certificates of incorporation or formation (Form UCC‑1or the equivalent) of each of the Sellers, Originators, the Servicer and Sprint Corporation duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated foregoing duly certified by the Purchase and Sale Agreement and this Agreement, as applicable.secretary or an assistant secretary of each such Person;
(e) Proper a search report by a nationally recognized search firm provided in writing to the Collateral Agent and each Administrative Agent by the Servicer listing all financing statement amendments statements, state and federal tax or ERISA liens and judgments that name any Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (Form UCC‑3), duly authorized f) and suitable for filing under the UCC of all any other jurisdictions that the Administrator Collateral Agent or any Administrative Agent shall reasonably request together with copies of such financing statements;
(f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and each Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables, Related Assets, Lease Contracts or Lease Devices, other than financing statements filed pursuant to clauses (e) and (f) of Section 5.1 of the Original RPA or clauses (e) and (f) of Section 5.1 of the Existing RPA;
(g) proper financing statements (form UCC-3) to be filed under the UCC, amending each of the financing statements filed as described in clauses (e) and (f) of Section 5.1 of the Original RPA and in clauses (e) and (f) of Section 5.1 of the Existing RPA, in order to reflect the inclusion of the Lease Receivables;
(h) duly executed copy of the Intercreditor Agreement;
(i) opinions (including with respect to creation and perfection of security interests under the applicable UCC); non-consolidation, non-rejection and true sale matters; and other standard corporate opinions reasonably required by the Collateral Agent and each Administrative Agent;
(j) completion of satisfactory due diligence in respect of the Lease Receivable Pool and the transactions contemplated by the Intercreditor Agreement by Purchasers, Purchaser Agents, the Collateral Agent and the Administrative Agents;
(k) [Reserved];
(l) duly executed copies of the Transaction Documents;
(m) payment by or on behalf of the Sellers of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s and each Administrative Agent’s reasonable documented out-of-pocket costs and expenses required to be reimbursed hereunder; and
(n) such other agreements, instruments, certificates, opinions and other documents as the Collateral Agent or any Administrative Agent may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerrequest.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator:
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee LettersLetter, the Purchase and Sale Agreement, the Originator Assignment Certificates, each Company Note, the Performance Undertaking Guaranty and each of the other Transaction DocumentsIntercreditor Agreement, duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions or unanimous written consents of the board of directors (or the equivalent governing bodythereof) of each of the Parent, the Seller, the Servicer Moog and each Originator Flo-Tork, Inc. authorizing the execution, delivery and performance by the Parent, the Seller, the Servicer and such Originator, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational documentcertificate of formation) and by-laws (or equivalent governing document) limited liability company agreement, as applicable, of the Parent, the Seller, each Originator Moog and the ServicerFlo-Tork, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.Inc.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer Moog and each Originator Flo-Tork, Inc. certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such OriginatorMoog and Flo-Tork, Inc., as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer Moog or such OriginatorOriginators, as the case may be.
(d) Proper financing statements (Form UCC‑1UCC 1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit on behalf of the PurchasersIssuer, the Affected Persons and the Indemnified Parties) contemplated by the Purchase and Sale Agreement and this Agreement, as applicable.
(e) Proper financing statement amendments statements (Form UCC‑3UCC-3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Receivables and Related Security Rights previously granted by the Originators or the Seller.
(f) Completed UCC search reports, dated on or shortly before the Closing Date, listing the financing statements filed in all applicable jurisdictions that name any Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets other than any security interests that are released as of the Closing Date.
(g) Favorable opinions, addressed to the Administrator and the Issuer, in form and substance reasonably satisfactory to the Administrator, from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, counsel for the Seller, Moog and Flo-Tork, Inc., covering such matters as the Administrator may reasonably request, including, without limitation, certain organizational and New York enforceability matters, certain bankruptcy matters and certain UCC perfection matters.
(h) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(i) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Fee Letter.
(j) The Fee Letter duly executed by the Seller.
(k) Good standing certificates with respect to each of the Seller, Moog and Flo-Tork, Inc. issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
Appears in 1 contract
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject following constitute conditions precedent to the condition precedent that obligation of each LOC Issuer to issue its LOC on the Administrator shall have received, on or before the Initial Closing Date, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent:
(a) Counterparts Each of (i) the LOC Issuers shall have received a fully executed original counterpart of this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction DocumentsFacilities Documents and all related documents, duly executed by and such agreements shall be in form and substance satisfactory to the parties theretoLOC Issuers.
(b) Copies of: On the date of issuance of the LOCs, all representations and warranties of the CP Issuer, Funding and Ingram contain▇▇ ▇▇ this Agreement and the Pooling and Servicing Agreement shall be true and correct, and the LOC Issuers shall have received a certificate from each of the CP Issuer, Funding and Ingram to such ▇▇▇▇▇t.
(c) On the date of issuance of the LOCs, the CP Issuer and Ingram shall n▇▇ ▇▇ in default of any obligation under this Agreement or any of the other Facilities Documents.
(d) Each of the LOC Issuers shall have received the favorable written opinion(s) of counsel to Ingram (who ma▇ ▇▇ ▇n employee of Ingram) and th▇ ▇▇ ▇ssuer, dated the Closing Date, with respect to the matters reasonably requested by the LOC Issuers.
(e) Each of the LOC Issuers shall have received (i) a copy of the resolutions or unanimous written consents of the board of directors (or equivalent governing body) of each Executive Committee of the ParentBoard of Directors of Ingram, certif▇▇▇ ▇▇ of the SellerClosing Date by the Secretary or Assistant Secretary thereof, the Servicer and each Originator authorizing the execution, delivery and performance of this Agreement, the other Facilities Documents to which it is a party and the procurement of the LOCs, (ii) copies of the Charter and By-laws of the Servicer, (iii) an incumbency certificate of the Servicer with respect to its officers authorized to execute this Agreement, the other Facilities Documents to which it is a party and the documents required hereby, (iv) a copy of the resolutions of the Board of Directors of the Transferor, certified as of the Closing Date by the ParentSecretary or Assistant Secretary thereof, authorizing the execution, delivery and performance of this Agreement, the Sellerother Facilities Documents to which it is a party and the procurement of the LOCs, (v) copies of the Charter and By-laws of the Transferor, (vi) an incumbency certificate of the Transferor with respect to its officers authorized to execute this Agreement, the Servicer other Facilities Documents to which it is a party and such Originatorthe documents required hereby, (vii) a copy of the resolutions of the Board of Directors of the CP Issuer, certified as of the case may beClosing Date by the Secretary or Assistant Secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Transaction Facilities Documents to which it is a party; , (iiviii) all documents evidencing other necessary corporate or organizational action copies of the Charter and governmental approvals, if any, By-laws of the CP Issuer and (ix) an incumbency certificate of the CP Issuer with respect to its officers authorized to execute this Agreement and Agreement, the other Transaction Documents and (iii) the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary (or equivalent authorized person) of the applicable party.
(c) A certificate of the Secretary or Assistant Secretary (or equivalent authorized person) of each of the Parent, the Seller, the Servicer and each Originator certifying as to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Facilities Documents to which it is a party. Until party and the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may bedocuments required hereby.
(df) Proper financing statements (Form UCC‑1), duly authorized The Pooling and suitable for filing under Servicing Agreement shall be in full force and effect and all conditions precedent to the UCC of all jurisdictions that the Administrator may reasonably deem necessary or desirable in order to perfect the interests issuance of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableVariable Funding Certificate contained therein shall have been satisfied.
(eg) Proper financing statement amendments Each of the LOC Issuers shall have received such other documents, certificates, instruments, approvals and opinions (Form UCC‑3)including, duly authorized and suitable for filing under without limitation, an opinion of Orrick, Herrin▇▇▇▇ & ▇▇▇▇liffe, counsel to the UCC of all jurisdictions that LOC Issuers) as the Administrator LOC Issuers may reasonably deem necessary or desirable request.
(h) All fees pursuant to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator or the SellerSection 2.06(a) shall have been paid.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Ingram Micro Inc)
Conditions Precedent to Effectiveness. This Agreement will be effective and enforceable in accordance with its terms upon the satisfaction of each of the following conditions:
(1) The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in form .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case of clause (1)(c)(ii) and substance (including the date thereof1)(e) reasonably satisfactory to the Administrator and each Purchaser Agent:below):
(a) Counterparts of (i) this Agreement, duly executed by the parties hereto, and (ii) the Lock-Box Agreements, the Fee Letters, the Purchase and Sale Agreement, the Performance Undertaking and each of the other Transaction Documents, duly executed by the parties thereto.[reserved];
(b) Copies of: with respect to the Mexican Subsidiaries, (i) the resolutions or unanimous written consents a copy of the board of directors a partners resolution (or equivalent governing body) of each of the Parentmanagers or equivalent), the Seller, the Servicer approving and each Originator authorizing the execution, delivery and performance by of the Parent, Loan Documents and (ii) the Seller, power of attorney granted to the Servicer and such Originator, as process agent in terms of the case may be, Guaranty;
(c) executed counterparts of this Agreement and the Guaranty by each intended party hereto and ▇▇▇▇▇▇▇;
(d) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with:
(i) subject to Section 6.13(2), certificates, if any, representing the Pledged Collateral that is certificated equity of the Loan Parties’ Material Subsidiaries accompanied by undated stock powers executed in blank; and
(ii) all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made;
(e) certificates of good standing from the secretary of state of the state or competent Governmental Authority of the jurisdiction of the incorporation or organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary resolutions of the board of directors or managers, the supervisory board and/or other Transaction equity governing body and customary resolutions of the shareholders, customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(f) a customary legal opinion from (i) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) NautaDutilh N.V., Dutch counsel to the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent as to German Law, as to the enforceability of the Collateral Documents governed by German law, (iv) Béndiksen, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., Mexican counsel to the Loan Parties, (v) ▇▇▇▇▇, Costa Rican counsel to the Loan Parties, (vi) ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Her i Wspólnicy sp.k., Polish counsel to the Loan Parties, as to the capacity of the Polish Obligor to enter into the Loan Documents to which it is a party; , (iivii) all documents evidencing other necessary corporate or organizational action and governmental approvalsLinklaters ▇.▇▇▇▇▇▇▇▇▇▇ i Wspólnicy sp. ▇., if anycounsel to the Agent as to Polish Law, with respect as to this Agreement and the other Transaction enforceability of the Collateral Documents governed by Polish law and (iiiviii) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the certificate of incorporation (or equivalent organizational document) and by-laws (or equivalent governing document) Loan Parties, as to German Law, as to the capacity of the Parent, Loan Parties that are incorporated in Germany to enter into the Seller, Loan Documents to which each Originator and the Servicersuch Loan Party is a party, in each case, certified reasonably satisfactory to the Administrative Agent;
(g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(4) has been satisfied;
(h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; and
(i) a positive or neutral advice from each relevant works council which, if conditional, contains conditions which can reasonably be complied with, including the request for advice or, a confirmation of the board of directors of each relevant Loan Party included in the board resolutions that no works council has jurisdiction in respect of any of the transactions contemplated by the Secretary Loan Documents; provided, however, that with respect to the requirements set forth in clause (1)(c)(i) above, each certificate required to be delivered pursuant to clause (1)(c)(i), above, on the Closing Date by any Loan Party will not constitute conditions precedent to the effectiveness of this Agreement on the Closing Date or Assistant Secretary the obligation of each Lender to make a Credit Extension hereunder on the Funding Date; provided that the Borrower will use commercially reasonable efforts to effect the delivery of each certificate required to be delivered pursuant to clause (1)(c)(i) above (and transfer powers with respect thereto) on or prior to the Closing Date without undue burden or expense; provided further that each of the Borrower and its Material Subsidiaries (other than Excluded Subsidiaries) will execute and/or deliver any such document(s) that is not delivered and take any perfection action that is not taken on the Closing Date within 90 days after the Closing Date (or equivalent authorized person) of such later date as agreed to by the applicable partyAdministrative Agent).
(c2) A certificate The Administrative Agent shall have received copies of (a) audited consolidated balance sheets and related audited consolidated statements of income, changes in members’ deficit and cash flows of the Secretary or Assistant Secretary Borrower and its Subsidiaries for the fiscal years ended December 31, 2021 and December 31, 2020 and each subsequent fiscal year ended at least 90 days prior to the Closing Date and (or equivalent authorized personb) unaudited consolidated balance sheets and the related unaudited consolidated statements of each income and cash flows of the Parent, Borrower and its Subsidiaries for each subsequent fiscal quarter (other than the Seller, fourth fiscal quarter of the Servicer and each Originator certifying as Borrower’s fiscal year) ended at least 45 days prior to the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Parent, the Seller, the Servicer or such Originator, as the case may be, the Administrator shall be entitled to rely on the last such certificate delivered to it by the Parent, the Seller, the Servicer or such Originator, as the case may beClosing Date.
(d3) Proper financing The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested in writing by it at least five (5) Business Days prior to the Closing Date and (y) a Beneficial Ownership Certification with respect to the Borrower.
(4) The representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent 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.
(5) Since December 31, 2021, there has not been any event, change, effect, occurrence, circumstance or condition, individually or in the aggregate, which has had, or could reasonably be expected to have, a Material Adverse Effect.
(6) The Collateral Agent shall have received, in each case in form and substance reasonably satisfactory to the Collateral Agent, evidence of property and liability insurance covering each Loan Party, except for the case of the Costa Rican Guarantor as long as the aggregate value of the assets located in Costa Rica property of the Costa Rican Guarantor at the time of Closing are not equal to or greater than $2.0 million, as evidenced in the financial statements of the Costa Rican Guarantor.
(Form UCC‑17) The Administrative Agent shall have received the results of Lien searches (including a search as to judgments, bankruptcy, tax and intellectual property matters), duly authorized in form and suitable for filing substance reasonably satisfactory thereto, made against the Loan Parties under the UCC and U.S. Intellectual Property statutes (or in the applicable judicial docket or comparable registry) as in effect in each jurisdiction in which filings or recordations under the UCC and U.S. Intellectual Property or similar statutes should be made to evidence or perfect Liens in all assets of all jurisdictions such Loan Party, indicating among other things that the Administrator may reasonably deem necessary or desirable in order assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens and Liens to perfect be terminated on the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by the Purchase and Sale Agreement and this Agreement, as applicableClosing Date).
(e8) [Reserved].
(9) Proper financing statement amendments [Reserved].
(Form UCC‑310) No Default or Event of Default shall have occurred and be continuing.
(11) There shall exist no pending or, to the knowledge of the Loan Parties, threatened litigation against the Loan Parties or any of their Subsidiaries or respective assets in any court or administrative forum (i) which could reasonably be expected to have a Material Adverse Effect or (ii) that involves this Agreement or any other Loan Document.
(12) Receipt and satisfaction by the Administrative Agent and Lenders of all legal due diligence and business due diligence (including, without limitation, due diligence related to third party reports, as well as due diligence related to maximum historical exposure and forward-looking business implications of any existing litigation), duly authorized and suitable for filing under the UCC Administrative Agent and Lenders shall be reasonably satisfied with the Loan Parties’ capital, legal and organizational structure.
(13) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of all jurisdictions that the Administrator may reasonably deem necessary or desirable to release all security interests Loans and other rights the consummation of any Person the transactions contemplated hereby have been obtained and are in the Receivables, Contracts or Related Security previously granted by any Originator or the Sellerfull force and effect.
Appears in 1 contract
Sources: Credit Agreement (Superior Industries International Inc)