Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10), and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a party; (b) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto; (d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority; (e) Borrowers shall have delivered a payoff letter from Union Bank of California; (f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc. (g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches as Bank shall reasonably request with respect to the assets of Borrowers or Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor; (i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank; (j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto; (k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings; (l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and (m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 3 contracts
Sources: Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc)
Conditions Precedent to Initial Credit Extension. Bank’s Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly Duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Duly executed original signatures to the Control Agreement[s];
(c) Duly executed signatures to the VCOC Letter;
(d) Duly executed signatures Right to Invest Letter;
(e) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cf) Borrowers shall have delivered copies of Duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoBorrower;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified Certified copies, dated as of a recent date, of such financing statement searches searches, as Bank Agent shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;.
(h) Borrowers Borrower shall have delivered originals a landlord’s consent executed in favor of the Perfection Certificate(s) executed by each Borrower and GuarantorAgent;
(i) Borrowers Borrower shall have delivered an original landlorda legal opinion of Borrower’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(kj) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge copy of its Registration Rights Agreement and/or Investors’ Rights Agreement, together with the completed Borrowing Resolutions for Holdingsas applicable, and any amendments thereto;
(lk) Borrowers Borrower shall have delivered certificates of insurance evidence satisfactory to Bank evidencing Agent that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderLenders; and
(ml) Borrowers Borrower shall have paid the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 2.3 hereof.
Appears in 3 contracts
Sources: Term Loan and Security Agreement, Term Loan and Security Agreement (Meru Networks Inc), Term Loan and Security Agreement (Meru Networks Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers If Borrower has entered or concurrently herewith Borrower enters into a loan facility with Horizon Technology Funding Company, LLC, Borrower shall have delivered a payoff letter from Union Bank the Subordination Agreement duly executed by Horizon Technology Funding Company, LLC in favor of CaliforniaBank;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hg) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower;
(h) Borrower and Guarantor;shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 3 contracts
Sources: Loan and Security Agreement (Entropic Communications Inc), Loan and Security Agreement (Entropic Communications Inc), Loan and Security Agreement (Entropic Communications Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a partyDocuments;
(b) Borrowers shall have delivered its the Operating Documents and a long-form good standing certificate certificates of each Borrower and its Subsidiaries certified (in original form) by the Secretary of State (or equivalent agency) of its Borrower’s and such Subsidiaries’ jurisdiction of incorporation organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies a secretary’s certificate of US Borrower with respect to US Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoexecution and delivery of this Agreement and the other Loan Documents to which it is a party;
(d) Borrowers shall have delivered final copies an officer’s certificate of all Merger Documents Canadian Borrower with respect to its articles of incorporation and evidence notice of consummation articles, shareholders’ agreement (or equivalent), incumbency and resolutions authorizing the execution and delivery of this Agreement and the Acquisition, including but not limited to, all necessary filings with any Governmental Authorityother Loan Documents;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches statement, UCC, PPSA and Bank Act searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsmay request, accompanied by written evidence reasonably satisfactory to Bank (including any PPSA/UCC termination statementsstatements and PPSA confirmations/estoppels/terminations) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers shall have delivered originals a legal opinion of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlordBorrower’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware Canadian counsel, in form and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsubstance acceptable to Bank, special California counsel, each dated as of the Effective Date together with the duly executed original signatures signature thereto;
(kg) Holdings shall have delivered a the Perfection Certificate of Borrower, together with the duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdingsthereto;
(lh) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank Bank;
(i) with respect to the extent required thereunderinitial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and
(mj) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Weave Communications, Inc.), Loan and Security Agreement (Weave Communications, Inc.)
Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have received, in form and substance satisfactory to BankLender, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it Borrower is a party;
(b) Borrowers shall have delivered its duly executed original signatures to the Warrants;
(c) duly executed original signatures to the Control Agreements relating to Borrower’s accounts at Comerica Bank, Silicon Valley Bank and UBS;
(d) duly executed original Secured Promissory Notes in favor of Lender in an amount not to exceed the Term Loan;
(e) Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cf) Borrowers shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoBorrower;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank Lender shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank Lender shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower Borrower’s leased locations, executed in favor of BankLender;
(i) a duly executed post-close agreement between Borrower and Lender;
(j) Borrowers shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to payoff letter from Comerica Bank in respect of the Guaranty and the Holdings IP Pledge Existing Loan Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have delivered certificates of insurance or will, concurrently with the initial Credit Extension, be terminated;
(m) evidence satisfactory to Bank evidencing Lender that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderLender; and
(mn) Borrowers shall have paid payment of the fees and Bank Lender’s Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Complete Genomics Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to delivery of the Subordinated Loan Documents to which it is a partyAgreement and satisfaction of all conditions precedent thereto;
(b) Borrowers shall have delivered its duly executed original signature pages to the Loan Documents;
(c) Operating Documents for each Borrower and a long-form good standing certificate of certificates certified by the proper authority for each jurisdiction in which each Borrower certified is incorporated, organized or is otherwise authorized to do business as a foreign entity (in original form) as required by the Secretary of State of its jurisdiction of incorporation Bank), as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers shall have delivered copies duly executed original signature pages to the Secretary’s Certificate of the each Borrower with completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered a payoff letter from Union Bank of Californiaduly executed original signature pages to the Canadian Guaranty, together with Secretary’s Certificate and completed Borrowing Resolutions for Canadian Guarantor;
(f) Borrowers shall have delivered duly executed signature to a payoff letter from Comerica Bank, N.A. (“Prior Lender”), identifying the amount required to be paid to Prior Lender to fully satisfy outstanding obligations owed by the Borrower to Prior Lender as of the date of the initial Credit Extension;
(g) evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers the Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, Prior Lender will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with or promptly following the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated;
(gh) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hi) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by Certificate of each Borrower and Guarantor, together with the duly executed original signature pages thereto;
(ij) Borrowers shall have delivered an original landlorda bailee’s/warehouseman’s consent with respect to waiver executed by each leasehold property bailee, if any, of a Borrower as required by Bank, in favor of Bank;
(jk) Borrowers shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware Borrower’s counsel, in form and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsubstance acceptable to Bank, special California counselin its reasonable discretion, each dated as of the Effective Date Date, together with the duly executed original signature pages thereto;
(l) legal opinion of Borrower’s Canadian counsel in respect of Canadian Guarantor, in form and substance acceptable to Bank, dated as of the Effective Date, together with the duly executed signatures thereto;
(km) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank to the extent required thereunderBank; and
(mn) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Senior Loan and Security Agreement (Mavenir Systems Inc), Senior Loan and Security Agreement (Mavenir Systems Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower and Guarantor shall have delivered duly executed original signatures to the Loan Documents to which it is a party, including this Agreement, the Non-Exim Loan Agreement, the Exim Borrower Agreement (including the Economic Impact Certification, attached both as Annex B to the Exim Borrower Agreement and as Annex E to the Master Guaranty Agreement comprising the Exim Guaranty), the IP Security Agreement, the Guaranty, the Guarantor Security Agreement, the Intercompany Subordination Agreement, and one or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank;
(b) Borrowers certified copies, dated as of a recent date, of financing statement searches with respect to each of Borrower and Guarantor, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released;
(c) Borrower and Guarantor shall have delivered duly executed original signatures to one or more Control Agreements relative to all Collateral Accounts maintained with any institution (other than Bank or any affiliate of Bank), except to the extent expressly not required under Section 6.8(b);
(d) Borrower and Guarantor shall have delivered: (i) its Operating Documents Documents; and a (ii) good standing certificate of certificates with respect to each Borrower certified (in original form) and each Guarantor issued by the applicable Secretary of State (and, if separate, the state tax authority) of its the jurisdiction of incorporation organization of each such Borrower or Guarantor and the applicable Secretary of State (and, if separate, the state tax authority) of the jurisdictions (other than the applicable jurisdiction of organization of such Borrower or such Guarantor) in which such Borrower’s or such Guarantor’s failure to be duly qualified or licensed would constitute a Material Adverse Change , in each case, as of a date no earlier than thirty (30) days prior to the Effective Date;
; provided, however, that with respect to Xybridge Technologies, Inc., a Texas corporation (c) Borrowers which is not in good standing with the Texas Comptroller of Public Accounts as of February 20, 2009), Borrower shall have delivered copies of deliver to Bank, no later than 60 days following the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and Effective Date, evidence of consummation Xybridge Technologies, Inc.’s good standing with the Texas Comptroller of Public Accounts as of a date on or after the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityEffective Date;
(e) Borrowers Borrower shall have delivered a payoff letter from Union Bank duly executed original signatures to the completed Borrowing Resolutions for Borrower, and Guarantor shall have delivered executed original complete certified resolutions and incumbency certificate of CaliforniaGuarantor;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers With respect to Union Bank of California under the existing credit facility have been or willeach Borrower and each Guarantor, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request request, reflecting Bank’s financing statements filed of record with respect to the assets of Borrowers or HoldingsBank’s Liens, and accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens (other than the Bank’s Liens) indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hg) Borrowers Each Borrower shall have delivered originals of the a separate Perfection Certificate(s) Certificate executed by each Borrower and Guarantorsuch Borrower;
(h) [reserved]
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;[reserved]
(j) Borrowers Borrower shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence reasonably satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; andBank;
(mk) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Zhone Technologies Inc)
Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term A Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered original Loan Documents, each duly executed original signatures to the Loan Documents to which it is a partyby Borrower and each Subsidiary, as applicable;
(b) duly executed original Control Agreements or other appropriate instrument with respect to any Collateral Accounts maintained by Borrower;
(c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage;
(d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank;
(e) duly executed original Swiss Security Agreements;
(f) evidence satisfactory to Collateral Agent and the Lenders that all notifications to the banks as required under the Swiss Bank Account Security Agreement have been served by the Parent and that all such notified banks have acknowledged in writing the Liens created under the Swiss Bank Account Security Agreement;
(g) evidence satisfactory to Collateral Agent and the Lenders that all notifications from Parent to another Borrower with respect to any intercompany loans from Parent to another Borrower as required under the Swiss Receivables Security Agreement have been served by the Parent and that all such notified Borrowers shall have delivered its acknowledged the Liens created under the Swiss Receivables Security Agreement;
(h) evidence satisfactory to Collateral Agent and the Lenders of the transfer of all original insurance policies pertaining to the insurance over which Liens are created under the Swiss Receivables Security Agreement to the Collateral Agent;
(i) the Operating Documents and a good standing certificate certificates of each Borrower and its Subsidiaries certified (in original form) by the Secretary of State (or equivalent agency) of its Borrower’s and such Subsidiaries’ jurisdiction of incorporation organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(cj) Borrowers shall have delivered copies a completed Perfection Certificate for Borrower and each of its Subsidiaries;
(k) the Borrowing Resolutions Annual Projections, for each Borrower accompanied by the current calendar year;
(l) duly executed original officer’s certificates certifying theretocertificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders;
(dm) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective Date, of such financing statement searches searches, as Bank Collateral Agent shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hn) Borrowers shall have delivered originals a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee in the Perfection Certificate(s) executed by each United States where Borrower and Guarantoror any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00);
(io) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered duly executed legal opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, US counsel and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counselSwiss counsel to Borrower, each dated as of the Effective Date together with the duly executed original signatures theretoDate;
(kp) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof evidence satisfactory to the Guaranty Collateral Agent and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing Lenders that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(mq) Borrowers shall have paid payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 2.5 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (ObsEva SA), Loan and Security Agreement (ObsEva SA)
Conditions Precedent to Initial Credit Extension. Subject to the terms in Section 3.2, Bank’s obligation to make the initial Credit Extension (but excluding the initial EXIM Advance) is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a party(but excluding the EXIM Loan Documents);
(b) Borrowers shall have delivered its duly executed original signatures to the Control Agreement;
(c) Borrower’s Operating Documents and a (i) good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware and (ii) foreign qualification certificate certified by the Secretary of State of the State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered duly executed original signature to a payoff letter from Union Bank of CaliforniaTriplePoint in connection with the Existing TriplePoint Loan Facility;
(f) Borrowers shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, TriplePoint will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property Certificate of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) MorrisBorrower, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures signature thereto;
(ki) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank to the extent required thereunderBank; and
(mj) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Aerohive Networks, Inc), Loan and Security Agreement (Aerohive Networks, Inc)
Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to BankLenders, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Agent shall have delivered received duly executed original signatures to the Loan Documents to which it Borrower is a party;
(b) Borrowers Agent shall have delivered its received duly executed original signatures to the Control Agreement[s];
(c) Agent shall have received Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Agent shall have delivered copies of received duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank Agent shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank Agent shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers Agent shall have delivered originals of received the Perfection Certificate(s) Certificate executed by each Borrower and GuarantorBorrower;
(ig) Borrowers Agent shall have delivered an original landlordreceived a legal opinion of Borrower’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(kh) Holdings BlueCrest shall have delivered (i) assigned to another Lender (the “Assignee Lender”) a duly executed original signature seventy percent (or facsimile copies thereof 70%) Commitment Percentage under the Growth Capital Line and all rights, remedies and obligations in connection therewith, and resigned as Agent and agreed to permit such Assignee Lender to become the Guaranty Agent and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for HoldingsArranger;
(li) Borrowers Agent shall have delivered certificates received payment of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers shall have paid the fees and Bank Lenders' Expenses then due as specified in Section 2.4 2.3 hereof; and
(j) Agent shall have received evidence, satisfactory to Agent, that all Liens set forth in clause (l) of the definition of “Permitted Liens” have been terminated.
Appears in 2 contracts
Sources: Loan and Security Agreement (Peregrine Pharmaceuticals Inc), Loan and Security Agreement (Peregrine Pharmaceuticals Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Each of Borrower and Guarantor shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the States of incorporation Delaware, California and Florida as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(ig) Borrowers Borrower shall have delivered an original a landlord’s consent with respect to each leasehold the Borrower’s leased property of a Borrower located in Ocala, Florida, executed by E&E investments in favor of Bank;
(jh) Borrowers Borrower shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mi) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intellon Corp), Loan and Security Agreement (Intellon Corp)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreement by and among Borrower, Bank and First Bank & Trust;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoDelaware;
(d) Borrowers Borrower shall have delivered final copies of all Merger Documents and evidence of consummation of duly executed original signatures to the Acquisition, including but not limited to, all necessary filings with any Governmental Authoritycompleted Borrowing Resolutions for Borrower;
(e) Borrowers Borrower shall have delivered a payoff letter from Union First Bank of California& Trust;
(f) Borrowers Borrower shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union First Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, & Trust will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated;
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificate executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original landlorda legal opinion of Borrower’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(kj) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mk) Borrowers Borrower shall have delivered executed true and complete copies of the KLH selling shareholders notes; and
(l) Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Rae Systems Inc), Loan and Security Agreement (Rae Systems Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension hereunder on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements, if any;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the applicable state of incorporation or organization of Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter from Union Bank the Subordination Agreement duly executed by any holder of CaliforniaSubordinated Debt as required by Bank, in favor of Bank;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hg) Borrowers Borrower shall have delivered originals of the Perfection Certificate(sCertificate executed by Borrower and each Guarantor;
(h) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower and Guarantoras required by Bank, in favor of Bank;
(i) Borrowers Borrower shall have delivered an original landlorda bailee’s/warehouseman’s consent with respect to waiver executed by each leasehold property bailee, if any, of a Borrower as required by Bank, in favor of Bank;
(j) Borrowers Borrower shall have delivered opinions a legal opinion of (i) MorrisBorrower’s counsel as to authority and enforceability, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings Borrower shall have delivered a the duly executed original signature (or facsimile copies thereof signatures to the Guaranty and the Holdings IP Pledge Agreementeach Guaranty, together with the completed Borrowing Resolutions for HoldingsGuarantor;
(l) Borrowers Borrower shall have delivered certificates the duly executed Alafi Letter of insurance Credit, naming Bank as beneficiary thereunder, in form and substance acceptable to Bank, in its reasonable discretion;
(m) Borrower shall have delivered evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mn) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Stereotaxis, Inc.), Loan and Security Agreement (Stereotaxis, Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the Lender to make the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the condition precedent that Bank satisfaction on or before the date thereof of each of the following conditions, in addition to the conditions set forth in Section 6.02:
(a) The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, substantially in the form of Exhibit F hereto, shall have receivedbeen entered by the Bankruptcy Court on or before September 30, 1996, approving, on an emergency and interim basis in the case of the Interim Bankruptcy Court Order, the transaction contemplated therein and the Lender shall have received a certified copy of the same, and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended.
(b) The Borrower shall have executed and delivered to the Lender the Note in substantially the form of Exhibit A hereto, which shall be dated the Entry Date.
(c) The Obligors shall have executed and delivered to the Lender the Security Agreement and the Pledge Agreement, each of which shall be dated the Entry Date.
(d) The Borrower shall have paid to the Lender all fees when due and other amounts due and payable to the Lender when due, including but not limited to amounts due under Section 2.08 or 10.06 hereof. The Borrower shall have paid to counsel to the Lender all reasonable fees and other client charges due to such counsel on the date of the initial Credit Extension.
(e) The Lender shall have received certificates satisfactory in form and substance to it from the Obligors, signed by the Designated Borrowing Officer, certifying as to (i) true copies of Obligors' charter and by-laws, (ii) true copies of all corporate action taken by the Obligors relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Financial Officers and Designated Borrowing Officers), (iii) the true signatures and incumbency of the Designated Borrowing Officers and (iv) such other matters as the Lender may reasonably request. 41
(f) The liens and security interests in favor of the Lender pursuant hereto shall be valid and perfected first priority Liens prior (except for Permitted Liens to which such liens and security interests are subordinate and junior) to all other Liens in or on the Collateral intended to be subject thereto.
(g) The Obligors shall have caused all property insurance policies to show the Lender as loss payee as its interest may appear and, with respect to Inventory, all such policies shall name the Lender as first payee.
(h) The Lender shall have received from the general counsel of the Obligors, and from Shearman & Sterling, outside counsel to the Obligors, favorable opinions substantially in the form of Exhibits G-I and G-2 hereto respectively.
(i) The Lender shall have received certified copies of requests for copies or information on Form UCC-11 or reports from a reporting company satisfactory to the Lender, listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions in which any of the Obligors has any personal property or real property, which name as debtor the Obligors, together with copies of such financing statements, none of which shall cover any of the Collateral.
(j) All legal proceedings in connection with the transactions contemplated by this Agreement and the other Related Documents shall be satisfactory to the Lender and the Lender shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10), and completion of such other mattersLender, as Bank the Lender may reasonably deem necessary or appropriate, including, without limitation:from time to time request.
(ak) Borrowers The Lender shall have delivered duly executed original signatures received evidence satisfactory to the Loan Documents to which it is a party;
(b) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered that (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have Indebtedness owing by the Obligors to the Existing Lender pursuant to the Existing Loan Documents has been repaid or will, substantially contemporaneously will be repaid with the initial proceeds of the intial Credit Extension, be terminated Extension and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches as Bank shall reasonably request with respect to the assets of Borrowers or Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or Existing Loan Documents have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;terminated.
(l) Borrowers The Lender shall have delivered certificates received terminations of insurance all UCC-1 financing statements, fixture filings and mortgages which name any of the Obligors, as debtor, and the Existing Lender, as secured party, and which cover any portion of the Collateral and the Lender shall otherwise have received evidence satisfactory to Bank evidencing it that all Liens relating to the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements Collateral in favor of Bank to the extent required thereunder; and
(m) Borrowers shall Existing Lender have paid the fees and Bank Expenses then due as specified in Section 2.4 hereofbeen released.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware/Province of Ontario (as applicable) as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoBorrower;
(d) Borrowers Borrower shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, Rockport/NGP will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(ge) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statementsstatements and/or PPSA discharges) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificates executed by each Borrower and GuarantorBorrower;
(ig) Borrowers Borrower shall have delivered an original landlord’s consent landlords’ consents in favor of Bank with respect to each leasehold property such of a Borrower in favor of BankBorrower’s location as Bank may reasonably require;
(jh) Borrowers Borrower shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(ki) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mj) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Satcon Technology Corp)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreement;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware and the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificate executed by each Borrower and GuarantorBorrower;
(ig) Borrowers Borrower shall have delivered an original landlord’s consent with respect the insurance policies and/or endorsements required pursuant to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance Section 6.6 evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof 6.6 are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mh) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof2.5.
Appears in 1 contract
Sources: Loan and Security Agreement (St Francis Medical Technologies Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it (and each Guarantor) is a party;
(b) Borrowers Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for Borrower and each Borrower accompanied by duly executed original officer’s certificates certifying theretoGuarantor;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(he) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and each Guarantor;
(if) Borrowers Bank shall have received fully executed copies of the Availl Acquisition Documents;
(g) Borrower shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower executed by the landlord for Borrower’s Texas premises in favor of Bank;
(jh) Borrowers Borrower shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies and/or endorsements required by pursuant to Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder6.5 hereof; and
(mi) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a partyDocuments;
(b) Borrowers shall have delivered its duly executed original signatures to the Control Agreement with Comerica Bank;
(c) Borrower’s Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation California as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered duly executed original signature to a payoff letter from Union Bank of CaliforniaMarquette Commercial Finance;
(f) Borrowers shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union (1) Marquette Commercial Finance, (2) Faunus Group International, and (3) Bridge Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated;
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property Certificate of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) MorrisBorrower, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures signature thereto;
(ki) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank;
(j) the completion of the Initial Audit with results satisfactory to Bank to the extent required thereunderin its sole and absolute discretion; and
(mk) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank following conditions precedent:
(a) Lender shall have receivedreceived in connection with the closing of the Advance on or before the Closing Date, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10), and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationLender:
(ai) Borrowers shall have delivered This Agreement, duly executed original signatures to the Loan Documents to which it is a partyby Borrower;
(bii) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower Copies, certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the AcquisitionBorrower, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of of: (A) such Liensthe Certificate of Incorporation and Bylaws of Borrower (as amended to the date of this Agreement), including without limitation any financing statements, Intellectual Property filings and/or control agreements (B) the resolutions adopted by Borrower’s board of directors authorizing the transactions contemplated hereby and the documents being executed in connection therewith, and (BC) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.the incumbency of the officers executing this Agreement and the other Loan Documents on behalf of Borrower.
(giii) Bank shall have received certified copiesAll consents (in form and substances satisfactory to Lender) of Borrower’s stockholders and third parties necessary in connection with Borrower’s execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated thereby.
(iv) The Warrant to Purchase Preferred Stock (the “Warrant”), in the form attached hereto as Exhibit C, duly executed by Borrower.
(v) A Management Rights Letter in the form attached hereto as Exhibit D, duly executed by Borrower.
(vi) Corporate Resolutions to Borrow in the form attached hereto as Exhibit E, duly executed by Borrower.
(vii) An Agreement to Provide Insurance in the form attached hereto as Exhibit F, duly executed by Borrower.
(viii) A Subordination Agreement with Silicon Valley Bank, the first lienholder on the Collateral, in form and substance satisfactory to Lender.
(ix) A lien search on Borrower of the Uniform Commercial Code records of the Secretary of State of Delaware.
(x) Copies of certificates of existence and good standing (including tax status if available) with respect to Borrower from the States of Delaware and California, as of a date acceptable to Lender.
(xi) Copies of Borrower’s current annual, quarterly and monthly financial statements.
(xii) A payoff letter from Venture Lending & Leasing IV, Inc.(“VLL”) with respect to the Indebtedness outstanding under the Loan and Security Agreement, dated as of a recent dateDecember 27, of such financing statement searches 2004, between Borrower and VLL.
(xiiii) Such other documents, instruments and agreements as Bank Lender shall reasonably request with respect to the assets of Borrowers or Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereoffrom Borrower.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents the following:
(a) this Agreement, duly executed by Borrower on the Effective Date and when required in original form, it shall be sufficient delivered on the Effective Date;
(b) a certificate of the Secretary of Borrower with respect to deliver facsimiles of such documents followed by incumbency and resolutions authorizing the execution and delivery of executed originals to Bank within three (3) days this Agreement, dated as of the Effective Date and delivered on the Effective Date;
(c) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, dated as of the Closing Date and delivered on the Closing Date;
(d) UCC National Form Financing Statement to be filed on the Effective Date;
(e) a duly executed Warrant to purchase stock of Parent in such form and substance as is agreed to by personal the parties, dated as of the Effective Date and delivered on the Effective Date for the purposes of the Term Loan;
(f) a duly executed account control agreement with respect to the account maintained by the Parent with Royal Bank of Canada on the Effective Date, which control agreement must be in such form and substance as are reasonably satisfactory to the Bank;
(g) duly executed original Secured Promissory Notes in favor of the Bank, dated as of the Closing Date and delivered on the Closing Date;
(h) agreement to provide insurance, dated as of the Effective Date and delivered on the Effective Date;
(i) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;
(j) current consolidated financial statements of the Parent delivered on or prior to the Effective Date;
(k) evidence of closure of Borrower’s and Parent’s accounts maintained with Banc of California and transfer of all funds therein to accounts maintained with the Bank, on the Effective Date;
(l) completed perfection certificate of Borrower (the “Perfection Certificate”), dated as of the Effective Date and delivered on the Effective Date;
(m) a landlord’s consent for each of Borrower and Parent’s leased locations delivered on or prior to the Closing Date;
(n) a bailee waiver for each location where Borrower maintains Collateral having a book value in excess of Two Hundred and Fifty Thousand Dollars ($250,000), delivered on or prior to the Closing Date;
(o) a Disbursement Letter in the form of Exhibit B-1 attached hereto, delivered on the Closing Date and dated as of the Closing Date;
(p) a Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto, dated as of the Closing Date and delivered on the Closing Date;
(q) the Parent Loan Documents on the Effective Date and any and all documents and deliverables contemplated therein on the applicable dates as set forth therein;
(r) a certificate of an officer of the Parent with respect to incumbency and resolutions authorizing the execution and delivery of this the Parent Loan Documents and Warrants, dated as of the Closing Date and delivered on the Closing Date;
(s) a Certificate of Good Standing of the Parent dated on or United States mail about the Effective Date;
(t) receipt of a filed copy, which shall be filed by the Bank, acknowledged by the appropriate filing office, of an all asset PPSA Financing Statement, naming the Parent as otherwise provided “Debtor” and the Bank as “Secured Party”;
(u) account control agreements in this Section 10)favor of the Bank, in such form and substance as are reasonably satisfactory to the Bank and dated and delivered on or prior to the Effective Date, with respect to the accounts maintained by Borrower and Parent at the PNC Bank and at the Royal Bank of Canada;
(v) evidence on the Closing Date that Borrower has sufficient cash reserves (including the proceeds of the Term Loan) in accounts maintained with the Bank to meet all of its projected expenses in accordance with its then applicable annual operating budget and financial projections delivered and accepted by Bank in its sole discretion (including, but not limited to, interest expenses and any applicable principal repayment expenses) for the then immediately following twelve-month period; and
(w) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches as Bank shall reasonably request with respect to the assets of Borrowers or Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Fennec Pharmaceuticals Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Nevada as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter Payment Agreement from Union Bank of CaliforniaGMAC Commercial Finance LLC;
(f) Borrowers Borrower shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, GMAC Commercial Finance LLC will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original landlord’s consent with respect the insurance policies and/or endorsements required pursuant to each leasehold property of a Borrower in favor of Bank;Section 6.5 hereof; and
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers : Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers ; [Intentionally Blank]; Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary Secretaries of State of its jurisdiction the States of incorporation Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers ; Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Borrower; Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers ; Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower; Borrower and Guarantor;
(i) Borrowers shall have delivered an original a landlord’s 's waiver and consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & executed by UCM/▇▇▇▇▇▇▇▇ LLP▇-▇▇▇▇▇▇▇, special California counsel, each LLC in favor of Bank; Borrower shall have delivered a legal opinion of Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings ; Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies and/or endorsements required by pursuant to Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(m) Borrowers and Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Centillium Communications Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered its duly executed original signatures to the Control Agreements for each of the Domestic Collateral Accounts as required under Section 6.8;
(c) Borrower shall have delivered (i) Operating Documents of Borrower and a any Guarantor, and (ii) good standing certificate of each certificates for Borrower and any Guarantor, certified (in original form) by the Secretary of State of its jurisdiction the state of incorporation organization for such entity (and from any other jurisdictions as Bank may reasonably request), in each instance as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to executed Perfection Certificate for Borrower and each leasehold property of a Borrower Guarantor, which may be provided in favor of Bankone Perfection Certificate;
(jg) Borrowers Borrower shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge AgreementGuaranties required by Bank, together with the completed Borrowing Resolutions for Holdingseach Guarantor;
(lh) Borrowers Borrower shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by both Section 6.7 hereof and the Guaranties are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; andBank;
(mi) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof; and
(j) Borrower shall have delivered certificates representing 100% of the shares of capital stock or membership interests (as applicable) and to the extent certificated, of each of Storm, Centra, Thinq, and Saba International, together with stock powers executed in blank.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank Lenders shall have received, in form and substance satisfactory to BankLenders, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered a duly executed original signature to the Warrant to be issued to Oxford and a duly executed original signature to the Warrant to be issued to Bank;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the States of incorporation California and Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for Borrower (one set for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityLender);
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank Lenders shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank Lenders shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hf) Borrowers Borrower shall have delivered originals of the two Perfection Certificate(s) Certificate executed by Borrower (one for each Lender);
(g) Borrower shall have delivered a copy of its executed Registration Rights Agreement and Guarantorany amendments thereto;
(h) Borrower shall have delivered a landlord’s consent executed by the applicable landlord in favor of Lenders for any locations where Financed Equipment will be located;
(i) Borrowers Borrower shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence reasonably satisfactory to Bank evidencing Lenders that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereundereach Lender; and
(mj) Borrowers Borrower shall have paid the fees and Bank Lenders Expenses then due as specified in Section 2.4 2.3 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (MAP Pharmaceuticals, Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Securities Account Control Agreement;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the Commonwealth of incorporation Massachusetts as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter from Union Bank of CaliforniaEastern Bank;
(f) Borrowers Borrower shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Eastern Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificate executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower executed by in favor of Bank;
(j) Borrowers Borrower shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(ml) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (International Electronics Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered a duly executed original signature to the Warrant;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation California as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter from Union Bank of CaliforniaN/A ;
(f) Borrowers Borrower shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, N/A will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Representations and Warranties Certificate executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original landlord’s consent with respect to each leasehold property a copy of a Borrower in favor of Bankits Registration Rights Agreement and any amendments thereto;
(j) Borrowers Borrower shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together insurance policies and/or endorsements required pursuant to Section 6.5 hereof with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mk) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements, if any;
(c) CRI, and, to the extent changed since last delivered to Bank, each other Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State (or equivalent) of its the applicable state or jurisdiction of incorporation or organization of such Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies good standing certificates certified by the Secretary of State (or equivalent) of the applicable state or jurisdiction of incorporation or organization of such Borrower, together with certificates of foreign qualification from each applicable state or jurisdiction in which each respective Borrower is so qualified, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date
(e) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of CaliforniaBorrower;
(f) Borrowers Borrower shall have delivered (i) evidence that the Liens securing Indebtedness owed a Subordination Agreement duly executed by Borrowers to Union Bank any holder of California under the existing credit facility have been or willSubordinated Debt, substantially contemporaneously with the initial Credit Extensionif any, be terminated and (ii) evidence as required by Bank, in favor of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.Bank;
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificates executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original a landlord’s consent with respect to executed by each leasehold property landlord of a Borrower Borrower, as required by Bank, in favor of Bank;
(j) Borrowers Borrower shall have delivered opinions a bailee’s/warehouseman’s waiver executed by each bailee, if any, of (i) MorrisBorrower as required by Bank, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as in favor of the Effective Date together with the duly executed original signatures theretoBank;
(k) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(ml) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Caliper Life Sciences Inc)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a partyDocuments;
(b) Borrowers shall have delivered its the Operating Documents and a long-form good standing certificate certificates of each Borrower and its domestic Subsidiaries certified (in original form) by the Secretary of State (or equivalent agency) of its Borrower’s and such domestic Subsidiaries’ jurisdiction of incorporation organization or formation and each jurisdiction in which Borrower and each domestic Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoBorrower;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsmay request, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(he) Borrowers shall have delivered originals of the Perfection Certificate(s) Certificate of Borrower, together with the duly executed by each Borrower and Guarantororiginal signature thereto;
(if) Borrowers shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) MorrisBank for Borrower’s San Diego, NicholsCA location by the respective landlord thereof, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(kg) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreementbailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the completed Borrowing Resolutions for Holdingsduly executed original signatures thereto;
(lh) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mi) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Sorrento Therapeutics, Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension hereunder on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements, if any;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the applicable state of incorporation or organization of Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter from Union Bank the Subordination Agreement duly executed by any holder of CaliforniaSubordinated Debt as required by Bank, in favor of Bank;
(f) Borrowers Borrower shall have delivered (i) evidence that a copy of the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, duly executed ▇▇▇▇▇ Fargo Foothill, Inc.Loan Agreement;
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) Certificate executed by each Borrower and each Guarantor;
(i) Borrowers Borrower shall have delivered an original a landlord’s consent with respect to executed by each leasehold property landlord of a Borrower as required by Bank, in favor of Bank;
(j) Borrowers Borrower shall have delivered opinions a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank;
(ik) MorrisBorrower shall have delivered a legal opinion of Borrower’s counsel as to authority and enforceability, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(kl) Holdings Borrower shall have delivered a the duly executed original signature (or facsimile copies thereof signatures to the Guaranty and the Holdings IP Pledge Agreementeach Guaranty, together with the completed Borrowing Resolutions for HoldingsGuarantor;
(lm) Borrowers Bank shall have received evidence satisfactory to Bank, in its sole discretion, that the Alafi Letter of Credit, naming Bank as beneficiary thereunder, remains in effect;
(n) Borrower shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mo) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a partyDocuments;
(b) Borrowers shall have delivered its the Operating Documents and a good standing certificate certificates of each Borrower and its Subsidiaries certified (in original form) by the Secretary of State (or equivalent agency) of its jurisdiction the State of incorporation California, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying theretoBorrower;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the AcquisitionIntercreditor Agreement, including but not limited to, all necessary filings together with any Governmental Authoritythe duly executed original signatures thereto;
(e) Borrowers shall have delivered a payoff letter from Union Bank true, accurate and complete copies of Californiathe HRP Loan Documents;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsmay request, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hg) Borrowers shall have delivered originals of the Perfection Certificate(s) Certificate of Borrower, together with the duly executed by each Borrower and Guarantororiginal signature thereto;
(ih) Borrowers shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇Bank for ▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇, special San Francisco, California counsel94107 by the landlord thereof, each dated as of the Effective Date together with the duly executed original signatures thereto;
(ki) Holdings shall have delivered a duly executed original signature bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party valued at more than Seventy Five Thousand Dollars (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement$75,000), by each such third party, together with the completed Borrowing Resolutions for Holdingsduly executed original signatures thereto;
(lj) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, and containing together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mk) Borrowers shall have paid payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.
Appears in 1 contract
Sources: Loan Agreement (Invuity, Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers and Guarantors shall have delivered duly executed original signatures to the Loan Documents to which it is they are a party;
(b) Borrowers and Guarantors shall have delivered its duly executed original signatures to the Control Agreements;
(c) Borrowers and Guarantors shall have delivered their Operating Documents and a good standing certificate of each Borrower (1) Group certified (in original form) by the Secretary of State of its jurisdiction the States of incorporation Delaware and California, (2) Company certified by the Secretary of State of the States of California, Texas and Illinois, (3) Nextweb certified by the Secretary of State of the State of California, (4) Dieca certified by the Secretary of State of the States of Colorado, Virginia, Georgia, New Jersey, Kentucky and the District of Columbia, and (5) Laser Link certified by the Secretary of State of the State of Delaware, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers and Guarantors shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of signatures to the Acquisition, including but not limited to, all necessary filings with any Governmental Authoritycompleted Borrowing Resolutions;
(e) Borrowers shall have delivered a payoff letter subordination or intercreditor agreements in favor of Bank (in form satisfactory to Bank, the “Subordination Agreements”), each duly executed by Earthlink, any officer, director and shareholder with respect to any Indebtedness owing from Union Bank of Californiasuch Borrower to such Person;
(f) Borrowers shall have delivered a payoff letter (ior a termination letter, if applicable) from Bank with respect to the Indebtedness owing from Group to SBC pursuant to that certain Resale Agreement, dated as of November 12, 2001 (the “SBC Resale Agreement”), by and between SBC and Group and that certain Credit Agreement dated as of November 12, 2001 (the “SBC Credit Agreement”) by and between SBC and Group;
(g) Borrowers shall have delivered evidence that (1) the Liens securing Indebtedness owed by Borrowers Group pursuant to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with SBC Resale Agreement and the initial SBC Credit Extension, Agreement will be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect2) the termination as documents and/or filings evidencing the perfection of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated;
(gh) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hi) Borrowers and Guarantors shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and each Guarantor;
(ij) Borrowers and Guarantors shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower for their chief executive office executed by CarrAmerica Realty Operating Partnership, L.P. in favor of Bank;
(jk) Borrowers shall have delivered opinions (1) a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto and (ii2) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each a legal opinion of Borrowers’ FCC counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates (1) evidence that Earthlink has invested at least $50,000,000 (the “Earthlink Proceeds”) in Group, through Earthlink’s purchase of insurance 6,134,969 shares of common stock for $10,000,0000 and 12% Senior Secured Convertible Notes due 2011 for $40,000,000, and (2) the fully executed Purchase Agreement dated as of March 15, 2006 by and among Group, Company and Earthlink, the Security Agreement, the Note and any other “Transaction Document,” as defined in the Purchase Agreement (each as defined therein, collectively with any other note, purchase agreement, security agreement or document in connection with or relating to the Earthlink Phase II Financing, the “Earthlink Documents”);
(m) Borrowers shall have delivered fully executed copies of the NextWeb acquisition documents and any other documents related thereto (the “NextWeb Acquisition Documents”);
(n) Borrowers shall have delivered (1) revised projections which include reasonable assumptions regarding the SBC Resale Agreement and the SBC Credit Agreement, the acquisition of NextWeb and the receipt of the Earthlink Proceeds; and (2) annual financial projections for the fiscal years and 2006 and 2007 (on a quarterly basis) as approved by Group’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections, each in form and substance reasonably acceptable to Bank;
(o) Borrowers shall have delivered evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank Bank;
(p) Borrowers shall have had a diligence call (satisfactory to Bank) with senior management at Earthlink with respect to the extent required thereunder; andEarthlink Documents and its terms and conditions therein;
(mq) Stock certificates of all the outstanding stock of each of Group’s Subsidiaries accompanied by stock powers executed in blank; provided however, if the pledge of any of Group’s Subsidiaries organized outside the United States causes material adverse tax results as reasonably determined by Group’s Board of Directors, then such pledge shall be limited to 66% of the outstanding voting stock of such Subsidiary,
(r) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof; and
(s) Borrowers shall have (1) filed with the applicable Governmental Authorities all applications for Governmental Approvals necessary for the grant of a security interest to Bank in all of Borrowers’ and Guarantors’ property, including without limitation, the Governmental Approvals from Arizona, Colorado, Louisiana, West Virginia, Delaware, Georgia, Indiana, New Jersey, New York, Pennsylvania, Tennessee and the District of Columbia) and (2) provided to Bank copies of all such filings.
Appears in 1 contract
Sources: Loan and Security Agreement (Covad Communications Group Inc)
Conditions Precedent to Initial Credit Extension. Bank’s The obligation of CIT to make the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the condition precedent that Bank satisfaction on or before the date thereof of each of the following conditions, in addition to the conditions set forth in Section 7.2:
(a) The Bankruptcy Court shall have receivedentered an order authorizing the joint administration of the chapter 11 cases of Borrower, GRS, and GMO..
(b) The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall have been entered by the Bankruptcy Court, and CIT shall have received a certified copy of the same, and such order shall not have been reversed, stayed, modified, amended or appealed.
(c) The Borrower shall have executed and delivered to CIT the Note, substantially in the form of Exhibit C hereto, and all Related Documents required by CIT, each of which shall be dated the Entry Date, and GRS and GMO have executed this Agreement, the Subsidiary Guaranties and the Subsidiary Security Agreements and all other documents required by CIT to evidence or perfect a first perfected lien and security interest in all real and personal property of GRS and GMO.
(d) The Borrower shall have paid to CIT all fees when due and other amounts due and payable to CIT when due, including but not limited to amounts due under Section 2.8 or 11.6 hereof. The Borrower shall have paid to counsel to CIT all reasonable fees and other client charges due to such counsel on the date of the initial Credit Extension.
(e) CIT shall have received certificates satisfactory in form and substance to it from the Borrower, signed by the Designated Borrowing Officer, certifying as to (i) true copies of Borrower's, GRS's and GMO's charter and by-laws, (ii) true copies of all corporate action taken by the Borrower, GRS and GMO, respectively, relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Financial Officers and Designated Borrowing Officers), (iii) the true signatures and incumbency of the Designated Borrowing Officers and (iv) such other matters as CIT may reasonably request.
(f) CIT shall have received a certified copy of the initial Borrowing Base Certificate satisfactory to CIT showing Availability of not less than Five Million Dollars ($5,000,000.00), after giving affect to the Loans and Letters of Credit to be issued as part of the initial funding and deducting all post-petition debts and payables which will not be paid with such Loans.
(g) The Lien in favor of CIT with respect to the Collateral shall be a valid and perfected first priority Lien prior to all other Liens in the Collateral, and Borrower shall have executed and delivered such UCC financing statements as CIT may request.
(h) The Borrower shall have caused all property insurance policies, including those relating to the GRS Collateral and the GMO Collateral, to show CIT as loss payee as its interest may appear and, with respect to Inventory, all such policies shall name CIT as first payee.
(i) CIT shall have received copies of the most recent Annual Report (Form 5500), including Schedule B thereto, and the most recent actuarial report for each Benefit Plan. In addition, CIT shall have received evidence in the form of an officer's certificate, in form and substance reasonably satisfactory to BankCIT, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided Borrower's compliance with all Environmental Laws, ERISA, labor and WARN matters.
(j) CIT shall have received from counsel to the Borrower, a favorable opinion substantially in this Section 10)the form of Exhibit H hereto, and completion covering, among other things, entry of such other mattersthe Interim Bankruptcy Court Order and notice having been given in accordance with the applicable provisions of the Bankruptcy Code, as Bank may reasonably deem necessary or appropriate, including, without limitation:the Bankruptcy Rules and any order of the Bankruptcy Court.
(ak) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank CIT shall have received certified copiescopies of current Form UCC-11s or reports from a reporting company satisfactory to CIT, dated listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions listed on Schedule 1.1 hereto, which name as of a recent datedebtor the Borrower, together with copies of such financing statement searches as Bank statements, none of which (other than those consented to by CIT), shall reasonably request with respect to cover any of the assets of Borrowers or HoldingsCollateral, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any unless such financing statement searches either constitute Permitted Liens or have been or, statements will be terminated in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals repayment of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;Borrower's prepetition working capital facility.
(l) Borrowers The Borrower shall have delivered certificates provide CIT with a certified audit of insurance satisfactory the Inventory conducted by an independent certified public accountant acceptable to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; andCIT.
(m) Borrowers CIT shall be satisfied with Borrower's financial condition and no material adverse change in Borrower's financial condition, business, prospects, profitability, assets or operations shall have paid occurred since July 19, 1996 or which were not reflected in the fees statements or projections submitted to CIT.
(n) CIT shall have received a satisfactory appraisal of the Inventory.
(o) CIT shall have received a satisfactory twelve (12) month cash budget projection.
(p) All legal proceedings in connection with the transactions contemplated by this Agreement and Bank Expenses then due the other Related Documents shall be satisfactory to CIT and CIT shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to CIT, as specified in Section 2.4 hereofCIT may from time to time request.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial a Credit Extension is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered : original Loan Documents each duly executed by Borrower; DMS 22658613.95 duly executed original signatures Control Agreements with respect to any Collateral Accounts maintained by Borrower; duly executed original Secured Promissory Notes in favor of (i) each Lender according to its Term A Loan Commitment Percentage and (ii) Oxford with respect to the Loan Documents to which it is a party;
(b) Borrowers shall have delivered its Revolving Line; the Operating Documents and a good standing certificate certificates of each Borrower certified (in original form) by the Secretary of State (or equivalent agency) of its Borrower’s jurisdiction of incorporation organization or formation and the State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) Borrowers shall have delivered copies of ; a completed Perfection Certificate for Borrower; the Borrowing Resolutions Annual Projections, for each Borrower accompanied by the current calendar year; duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents certificate for Borrower, in a form acceptable to Collateral Agent and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;
(e) Borrowers shall have delivered a payoff letter from Union Bank of California;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received Lenders; certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective Date, of such financing statement searches searches, as Bank Collateral Agent shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original ; a landlord’s consent with respect to each leasehold property of a Borrower executed in favor of Bank;
(j) Borrowers shall have delivered opinions Collateral Agent in respect of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as all of the Effective Date together with the duly Borrower’s leased locations; a bailee waiver executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of One Million Dollars (m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.$1,000,000.00);
Appears in 1 contract
Sources: Loan and Security Agreement (Silk Road Medical Inc)
Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers shall have delivered duly Duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Duly executed original signatures to the Control Agreement[s];
(c) Spire shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the Commonwealth of incorporation Massachusetts as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Bandwidth shall have delivered copies its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
State of Delaware as of a date no earlier than thirty (d30) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of days prior to the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityEffective Date;
(e) Borrowers shall have delivered a payoff letter from Union Bank of CaliforniaDuly executed original signatures to the completed Borrowing Resolutions for each Borrower;
(f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(hg) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) a landlord's consent executed by each Borrower and Guarantor;
(i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;
(jh) Borrowers Borrower shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(ki) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(mj) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.
Appears in 1 contract
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Each Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Each Borrower shall have delivered duly executed original signatures to the Control Agreements;
(c) Each Borrower shall have delivered its Operating Documents and a good standing certificate of each such Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Each Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authoritysuch Borrower;
(e) Borrowers shall have delivered a payoff letter letters from Union Bank of CaliforniaHorizon Technology Funding Company LLC and ADC Telecommunications Inc.;
(f) Borrowers shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, Horizon Technology Funding Company LLC and ADC Telecommunications Inc. will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers shall have delivered originals of the Perfection Certificate(s) Certificates executed by each Borrower and GuarantorBorrowers;
(i) Borrowers shall have delivered an original a landlord’s consent with respect to each leasehold property of a Borrower executed by the landlords for Borrowers’ Redwood City and Westborough locations, in favor of Bank;
(j) Borrowers shall have delivered opinions a legal opinion of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings Borrower shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance evidence satisfactory to Bank evidencing that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, and containing together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunderBank; and
(ml) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
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Sources: Loan and Security Agreement (BigBand Networks, Inc.)
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10)documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) Borrowers Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a party;
(b) Borrowers Borrower shall have delivered duly executed original signatures to the Control Agreements;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction the State of incorporation Delaware and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date;
(cd) Borrowers Borrower shall have delivered copies of duly executed original signatures to the completed Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;
(d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental AuthorityBorrower;
(e) Borrowers Borrower shall have delivered a payoff letter Payment Agreement from Union Bank of CaliforniaWestern Technology Investment;
(f) Borrowers Borrower shall have delivered evidence that (i) evidence that the Liens securing Indebtedness owed by Borrowers Borrower to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, Western Technology Investment will be terminated and (ii) evidence the documents and/or filings evidencing the perfection of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings statements and/or control agreements in connection therewithagreements, and (B) all financing statementshave or will, Intellectual Property filings and/or control agreements filed byconcurrently with the initial Credit Extension, or entered into by Ultra Clean or Holdings with, ▇▇▇▇▇ Fargo Foothill, Inc.be terminated.
(g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches searches, as Bank shall reasonably request with respect to the assets of Borrowers or Holdingsrequest, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) Borrowers Borrower shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and GuarantorBorrower;
(i) Borrowers Borrower shall have delivered an original landlord’s consent with respect the insurance policies and/or endorsements required pursuant to each leasehold property of a Borrower in favor of Bank;Section 6.5 hereof; and
(j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;
(k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;
(l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and
(m) Borrowers Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.
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