Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion: (a) The Purchaser shall have received each of the following: (i) An executed counterpart of this Agreement. (ii) Certified copies of resolutions of (A) each Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (iii) An officer incumbency and specimen signature certificate for each Seller and the Guarantor. (iv) Organizational documents of each Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports. (vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder. (vii) Opinions of counsel to the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably request. (viii) Evidence of the establishment of the Seller Accounts. (ix) An executed Account Control Agreement with respect to each Seller Account. (x) An executed Seller A Power of Attorney. (xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15. (xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (Zebra Technologies Corp)
Conditions Precedent to the Closing Date. The occurrence Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement unless on the Closing Date is subject to the satisfaction each of the following conditionsconditions are fulfilled:
(i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, and the Administrative Agent shall have received the Administrative Agent Fee Letter, in each to the satisfaction of the Purchaser in its sole discretion andcase duly authorized, as to any agreementexecuted and delivered by each other party thereto.
(ii) Lessor shall have received from Lessee, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion:
(a) The Purchaser shall have received each Lessor, resolutions of the following:
(i) An executed counterpart boards of this Agreement.
(ii) Certified copies directors of resolutions Lessee or other written evidence of (A) each Seller authorizing this Agreement appropriate corporate action, and the other Purchase Documents certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing a person or persons to sign those documents including any subsequent notices the execution, delivery and acknowledgements to be executed, 163908148 delivered or submitted pursuant to performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other Purchase Documents and any other documents document to be executeddelivered in connection therewith to which it is a party, delivered or submitted by each Seller pursuant hereto or thereto, and (B) together with an incumbency certificate as to the Guarantor authorizing this Agreement and authorizing a person or persons authorized to sign this Agreement including any subsequent notices execute and acknowledgements to be executed or delivered pursuant to this Agreement and any other deliver such documents to be executed or delivered by the Guarantor pursuant heretoon behalf of Lessee.
(iii) An officer incumbency Lessor shall have received from Guarantor, in form and specimen signature certificate for each Seller substance satisfactory to Lessor, resolutions of the boards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Guarantor.
(iv) Organizational documents Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & ▇abe▇ LLP, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Seller Lender, each Certificate Holder, the Administrative Agent and the Guarantor certified by the applicable Governmental Authority (Collateral Agent in form attached hereto as applicable), and evidence of good standing (as applicable)Exhibit E-1.
(v) Lien search reports Lessor shall have received a written opinion of Vale▇▇▇ ▇▇▇ner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reportsExhibit E-2.
(vi) Acknowledgement copies or other evidence Lessee shall have delivered good standing certificates dated within five (5) days of filing the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of such UCC financing statements or other filings as are required hereunderthe Closing Date from the state in which Guarantor is incorporated.
(vii) Opinions of counsel The Administrative Agent and Lessor shall have received an Appraisal for all equipment sold by Lessee to Lessor on the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably requestClosing Date.
(viii) Evidence of The Administrative Agent shall have received the establishment of administrative fee due on the Seller AccountsClosing Date described in Section 11.9 and all other fees set forth in the [Commitment Letter].
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Sources: Participation Agreement (Universal Compression Holdings Inc)
Conditions Precedent to the Closing Date. The occurrence effectiveness of this Agreement on the Closing Date is subject to conditioned upon the satisfaction of the following conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretionfollowing:
(a) The Purchaser Administrative Agent shall have received all of the following documents, instruments and agreements, in each case in form and substance reasonably satisfactory to it and to each of the followingBanks:
(i) An executed counterpart of this Agreement, including all exhibits and schedules hereto.
(ii) Written consent of the “Administrative Agent” (as such term is defined in the World Fuel Credit Agreement) that the transactions contemplated by the Facility Documents, including, without limitation, the purchase and sale of each Purchased Receivable on a Purchase Date, constitute a “Permitted Receivables Facility” (as such term is defined in the World Fuel Credit Agreement).
(iii) Certified copies of resolutions of (A) each Seller Facility Party’s board of directors or equivalent governing authority authorizing this Agreement and the other Purchase Facility Documents to which such Facility Party is a party, and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement such Facility Documents and any other documents to be executed or delivered by the Guarantor such Facility Party pursuant hereto.
(iii) An thereto, together with an officer incumbency and specimen signature certificate for each Seller and the Guarantorcertificate.
(iv) Organizational documents Legal opinions of each Seller counsel to the Facility Parties relating to corporate matters with respect to the transactions contemplated hereby and addressed to the Administrative Agent and the Guarantor certified by Banks as of the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable)Closing Date.
(v) Legal opinions of outside counsel to the Facility Parties relating to the enforceability, true sale and the perfection of the ownership and security interests created hereby with respect to the transactions contemplated hereby and addressed to the Administrative Agent and the Banks as of the Closing Date.
(vi) Lien search reports as the Purchaser Administrative Agent shall deem advisable with respect to each Sellerthe Facility Parties, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vivii) Acknowledgement copies or other evidence Copies of filing of such UCC financing statements or other filings as are required to be made hereunder.
(viib) Opinions The Insurance Policy shall be in full force and effect.
(c) The Administrative Agent and the Banks shall have received the fees and other amounts payable by the Facility Parties as of counsel the Closing Date pursuant to the Sellers terms hereof and the Guarantor, including opinions with respect to due organization and good standing of each Seller Mandate Letter.
(d) The Administrative Agent and the Guarantor, due authorization, execution Banks shall have received all documentation and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement other information with respect to each Seller Facility Party and each Approved Buyer required under applicable “know-your-customer” and anti-money laundering rules and regulations, including the GuarantorPATRIOT Act. Each Bank, non-contravention of organizational documentsby delivering its signature page to this Agreement on the Closing Date, agreements and law, no consents, creation and perfection of security interests, true saleshall be deemed to have acknowledged receipt of, and consented to and approved, each Facility Document and each other document, agreement, instrument, certificate or opinion required to be approved by such other matters as Purchaser may reasonably requestBank on the Closing Date.
(viii) Evidence of the establishment of the Seller Accounts.
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (World Fuel Services Corp)
Conditions Precedent to the Closing Date. The occurrence of This Agreement shall not become effective until the Closing Date is subject to the satisfaction date on which each of the following conditions, each to the satisfaction of the Purchaser conditions is satisfied (or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion:accordance with Section 11.02).
(a) The Purchaser Administrative Agent (or its counsel) shall have received from each of the following:
party thereto either (i) An executed a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.
(c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) Certified copies stating, in the case of resolutions each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.
(i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Seller authorizing Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Purchase Credit Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered hereunder on or submitted pursuant to this Agreement, before the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant heretoClosing Date.
(iiig) An officer incumbency The Administrative Agent shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, substantially in the form of Exhibit B hereto and specimen signature certificate for each Seller and the Guarantor.
(iv) Organizational documents of each Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable).
(v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.
(vii) Opinions of counsel to the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser any Lender through the Administrative Agent may reasonably request.
(viiih) Evidence of The Administrative Agent and the establishment of Lenders shall have received, at least ten business days prior to the Seller Accounts.
Closing Date (ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance or such later date approved by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Sources: Revolving Credit Agreement (Columbia Pipeline Group, Inc.)
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Administrative Agent and each Purchaser in its sole discretion:
(a) The Purchaser Administrative Agent shall have received each of the following:
(i) An executed counterpart Executed counterparts of this Agreement, the Parent Guaranty and the Pricing Side Letter duly executed and delivered by the parties hereto and thereto.
(ii) Certified copies of resolutions of (A) Perspecta and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 executed or delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, executed or delivered or submitted by each Initial Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto.
(iii) An officer incumbency and specimen signature certificate for Perspecta and each Seller and the GuarantorInitial Seller.
(iv) Organizational documents of Perspecta and each Initial Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable).
(v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.
(vii) Opinions of counsel to the Sellers Perspecta and the Guarantoreach Initial Seller, including opinions with respect to due organization and good standing of each Seller and the Guarantorsuch Person, due authorization, execution and delivery of this Agreement by each Seller and the Guarantorother Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to each Seller and the Guarantorsuch Person, non-contravention of organizational documents, material agreements and lawLaw, no consents, creation of security interest and perfection of security interestsinterest (including perfection by control with respect to each Seller Account), true sale, sale and such other matters as Purchaser the Administrative Agent and the Purchasers may reasonably request.
(viiivi) Evidence of the establishment of each Seller Account relating to the Seller AccountsInitial Sellers.
(ixvii) An executed Account Control Agreement with respect to (A) the Collection Account and (B) each Seller AccountExisting Account with respect to the Existing Sellers.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xiiviii) A certification from each Seller that it has the Initial Sellers have instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a the applicable Seller Account. 163908148.
(b) The Initial Sellers shall have paid all fees owed on or prior to the Closing Date to the Administrative Agent (if, applicable, for the benefit of the Purchasers) and the Purchasers pursuant to the terms of this Agreement or any fee letter executed in connection herewith.
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (Perspecta Inc.)
Conditions Precedent to the Closing Date. The occurrence commitments of the Closing Date is subject Lenders to the satisfaction of make Advances under and in accordance with this Agreement shall not become effective until the following conditionsconditions precedent shall have been fulfilled:
(a) The Administrative Agent shall have received the following, each to dated the satisfaction date of the Purchaser in its sole discretion and, as to any agreement, document or instrument delivery thereof (unless otherwise specified below), each in form and substance satisfactory to each Lender and (except for the Purchaser Notes) in its sole discretion:
(a) The Purchaser shall have received sufficient copies for each of the followingLender:
(i) An executed counterpart Counterparts of this Agreement, duly executed by each party hereto.
(ii) Certified copies The Notes to the order of resolutions the respective Lenders, duly executed by the Borrower.
(iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto.
(iv) A certificate of an Assistant Secretary of the Borrower certifying (A) each Seller authorizing the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executeddelivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, 163908148 and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement and the Notes.
(v) A certificate of a duly authorized officer of the Borrower certifying that, except as set forth in the Disclosure Documents, there is no pending or submitted pursuant known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (B) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole.
(vi) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such date and (ii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof.
(vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since June 30, 2000, except as disclosed in the Disclosure Documents.
(viii) Copies, certified by the Borrower, of all Governmental Approvals listed in Schedule II hereof.
(ix) Favorable opinions of:
(A) C.E. Shively, Esq., Senior Counsel of NUSCO, in substantiall▇ ▇▇▇ ▇▇▇▇ ▇f Exhibit 5.01A hereto;
(B) Jeffrey C. Miller, Esq., Assistant General Counsel of NUSCO, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ the form of Exhibit 5.01B hereto; and
(C) Robert A. Bersak, Assistant General Counsel of PSNH, in subs▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇rm of Exhibit 5.01C hereto;
(x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since June 30, 2000, except as disclosed in the disclosure documents referred to in such certificate.
(xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement and the Notes.
(b) There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent or the Arranger would prohibit the making of the Advances or the repayment of the Existing Debt; except as set forth in the Disclosure Documents, there shall be no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole.
(c) All other legal and regulatory matters relating to this Agreement, the other Purchase Documents Notes, the Advances and any other documents the repayment of the Existing Debt shall be satisfactory to be executed, delivered or submitted by each Seller pursuant hereto or thereto, the Arranger and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant heretoLenders.
(iiid) An officer incumbency No Unmatured Default or Event of Default shall have occurred and specimen signature certificate for each Seller and the Guarantorbe continuing.
(ive) Organizational documents of each Seller The Borrower shall have paid all fees under or referenced in Section 2.02 hereof, to the extent then due and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable)payable.
(vf) Lien search reports as the Purchaser The Closing Date shall deem advisable with respect have occurred on or prior to each SellerNovember 9, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports2000.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.
(vii) Opinions of counsel to the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably request.
(viii) Evidence of the establishment of the Seller Accounts.
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction by the Borrower of each of the following conditionsconditions (unless waived in writing by the Administrative Agent (acting at the direction of all Lenders)):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly following the Closing Date by originals if so specified), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the satisfaction Administrative Agent and each of the Purchaser Lenders:
(i) duly executed counterparts of this Agreement, with originals sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) an original Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) a pledge and security agreement (the “Security Agreement”), duly executed by the Borrower and Collateral Agent, together with:
(A) a proper financing statement in form appropriate for filing under the UCC of the State of organization of the Borrower, covering the Collateral described in the Security Agreement,
(B) with respect to the Borrower and the Project Company, certified copies of a recent search, satisfactory to them, in respect of all effective UCC financing statements and fixture filings and all judgment and tax lien filings, in each of the jurisdictions where assets of the Borrower or the Project Company are located, which have been made with respect to any personal or mixed property of the Borrower or the Project Company, together with copies of all such filings disclosed by such search, and such searches shall reveal no Liens on any of the assets of the Borrower or the Project Company except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Lenders (including UCC termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture or real property filings disclosed in such search); and
(C) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken;
(iv) a depositary agreement (the “Depositary Agreement”), duly executed by the Borrower, the Collateral Agent and the Depositary Bank;
(v) executed counterparts of the Pledge Agreement, duly executed by Holdings and the Collateral Agent, together with:
(A) original certificates and instruments representing any certificated securities collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) a proper financing statement in form appropriate for filing under the UCC in the District of Columbia, covering the Collateral described in the Pledge Agreement,
(C) a statement of particulars in the required format to register the security interests under the Pledge Agreement at Companies House in England and Wales,
(D) with respect to Holdings, certified copies of a recent search, satisfactory to them, in respect of all effective Companies House filing histories and UCC financing statements and fixture filings and all judgment and tax lien filings, in each of the jurisdictions where assets of Holdings are located, which have been made with respect to any personal or mixed property of Holdings, together with copies of all such filings disclosed by such search, and such searches shall reveal no Liens on any of the assets of the Holdings except for Permitted HoldCo Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Lenders (including UCC termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture or real property filings disclosed in such search); and
(E) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement has been taken (other than the filing of the statement of particulars described in clause (C) above, which shall be filed within ten (10) days after the Closing Date);
(vi) a certificate from each of the Loan Parties, signed by a Responsible Officer of each such Person and dated the Closing Date, attaching and certifying the following:
(A) such Loan Party’s (and in the case of the Borrower, the Project Company’s) Organizational Documents (including a copy of the certificate of formation or other formation documents, including all amendments thereto, certified as of a recent date by the applicable Secretary of State or other applicable Governmental Authority), and certifying that such documents are in full force and effect as of the Closing Date, no term or condition thereof has been amended from the form attached to such certificate;
(B) a copy of one or more board or other resolutions or other authorizations from such Loan Party certified by a Responsible Officer of such Loan Party as being in full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement (in the case of the Borrower’s certificate) and of each Transaction Document to which it is a party and the consummation of the transactions contemplated therein and any instruments or agreements required hereunder or thereunder;
(C) a certificate of incumbency including the names and true signatures of the incumbent officers of such Loan Party authorized to sign the Transaction Documents to which such Loan Party is a party;
(D) a certificate, certified as a recent date by the Delaware Secretary of State, certifying that the Borrower is validly existing and in good standing in its sole discretion jurisdiction of formation;
(E) a certificate, certified as a recent date by the Texas Secretary of State, certifying that the Project Company is validly existing and in good standing in its jurisdiction of formation; and,
(F) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (vii);
(vii) the favorable opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York, Delaware and English counsel to the Loan Parties addressed to and in form and substance satisfactory to the Administrative Agent and each Lender;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying that (x) the conditions in Section 4.01 are satisfied, or to the extent that documents are to be delivered to the Administrative Agent, that such documents have been delivered (without certifying that such documents are in form and substance satisfactory to the Administrative Agent), (y) the representations and warranties made by it pursuant to Article V are true and correct and (z) the Borrower has not received written notice of, and has no Knowledge of, any agreementEvent of Loss in respect of the Project;
(ix) a certificate signed by a Responsible Officer of Holdings certifying that the representations and warranties made by it pursuant to the Pledge Agreement are true and correct;
(x) a certificate of the Borrower attesting to the Solvency of the Borrower before and after giving effect to the Transactions contemplated to occur on the Closing Date, document or instrument specified belowfrom a Responsible Financial Officer of the Borrower, substantially in the form of Exhibit H; and
(xi) duly executed counterparts of the Intercreditor Agreement, with originals sufficient in number for distribution to the Administrative Agent, Collateral Agent and the Borrower;
(b) The Administrative Agent’s receipt of the following, each in form and substance satisfactory to the Purchaser in its sole discretion:
(a) The Purchaser shall have received Administrative Agent and each of the followingLenders:
(i) An executed counterpart the Construction Budget and Schedule (certified by a Responsible Officer of this Agreement.the Borrower as, to the Knowledge of the Borrower, based on reasonable assumptions as to the legal and factual matters material to the estimates set forth therein, and fairly representing the Borrower’s expectations as to the financial performance of the Project over the term of the Loans);
(ii) Certified copies of resolutions of the Technical and Environmental Due Diligence Report favorably reviewing (A) each Seller authorizing this Agreement the technical and economic feasibility of the Project and the other Purchase Documents environmental compliance and authorizing a person or persons environmental risks relating to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and Project; (B) the Guarantor authorizing this Agreement reasonableness of the Construction Budget and authorizing a person or persons Schedule, each of the EPC Contracts and the assumptions related to sign this Agreement including any subsequent notices the costs and acknowledgements to be executed or delivered pursuant to this Agreement operating performance of the Project; and any other documents to be executed or delivered by (C) the Guarantor pursuant hereto.reasonableness of the technical assumptions underlying the Financial Model;
(iii) An officer incumbency and specimen signature certificate for each Seller the unaudited financial statements of the Project Company, consisting of the balance sheet of the Project Company and the Guarantor.related statements of income and cash flows as of February 28, 2019;
(iv) Organizational documents of each Seller the Financial Model (satisfying the Target Debt Balance and the Guarantor certified by the applicable Governmental Authority (as applicableDebt Service Coverage Ratio), and evidence of good standing (as applicable).; and
(v) Lien search reports as copies of each of the Purchaser shall deem advisable Market Consultant Report and the Insurance Consultant’s Report, in each case, together, if necessary, with reliance letters in respect to each Sellerof the same authorizing the Administrative Agent’s, the Arrangers’ and releases of any Adverse Claim the Lenders’ reliance on the Receivables that are or will be Purchased Receivables shown in such reports, dated the Closing Date.
(vic) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.With respect to the Material Project Documents, the Administrative Agent shall have received:
(viii) Opinions of counsel to the Sellers true, complete and the Guarantor, including opinions with respect to due organization and good standing correct copies of each Seller Material Project Document as of the Closing Date and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true saleany existing supplements or amendments thereto, and such documents shall have been duly authorized, executed and delivered by the Project Company and, to the Knowledge of the Borrower, the other matters as Purchaser may reasonably request.parties thereto and shall be in full force and effect on the Closing Date and shall be certified by a Responsible Officer of the Borrower as, to its Knowledge, being true, complete and correct copies and in full force and effect;
(viiiii) Evidence a certificate from a Responsible Officer of the establishment Borrower, satisfactory in form and substance to the Administrative Agent and the Lenders, certifying that (A) all conditions precedent to the performance of the Seller Accounts.Project Company under each Material Project Document have been satisfied or waived (other than conditions precedent that are not required to be satisfied until a later date); (B) all performance security required to be delivered under each Material Project Document as of the Closing Date has been so delivered and (C) no party to any such Material Project Document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder;
(ixiii) An executed Account Control Agreement with respect a certificate from the Lenders’ Technical and Environmental Consultant confirming that (A) the Technical and Environmental Due Diligence Report and all informational materials contained therein are, as of the date of such Technical and Environmental Due Diligence Report, and are, as of the Closing Date true, correct and complete in all material respects based upon the information furnished to each Seller Account.
the Lenders’ Technical and Environmental Consultant as of the Closing Date, (xB) An executed Seller A Power since the date of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant Technical and Environmental Due Diligence Report, there has been no material change to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor the Technical and Environmental Due Diligence Report or to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account the conditions set forth therein other than a Seller Account. 163908148as disclosed to the Lenders in such certificate and (C) to the best of the Lenders’ Technical and Environmental Consultant’s knowledge, no act, event or condition has occurred that would make any information or statement contained in the Technical and Environmental Due Diligence Report untrue, incorrect or misleading in any material respect.
Appears in 1 contract
Conditions Precedent to the Closing Date. The obligation of each Lender to make the Commitments hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement; and
(ii) executed counterparts of the Fee Letter.
(b) The Administrative Agent’s receipt of a corporate and enforceability opinion from Freshfields US LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and dated as of the Closing Date.
(c) The Administrative Agent’s receipt of certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party and dated within 30 days of the Closing Date, certificates of resolutions or other action, incumbency certificates, certificates of incorporation, certificates of registration, other Organization Documents and statutory registers and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documentation to which such Loan Party is a party.
(d) All fees and expenses due to the Lenders and their Affiliates and required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid (collectively, the “Closing Date Fees”). The Closing Date Fees (i) shall be fully earned and payable to the Administrative Agent on the date hereof, (ii) shall not be refundable for any reason whatsoever, (iii) shall be in addition to and not creditable against any other fee, cost or expense payable under the Loan Documentation and (iv) shall not be subject to counterclaim or setoff for, or otherwise affected by, any claim or dispute the Borrower may have.
(e) The Lenders shall have received from Borrower the balance sheet and related statement of income, partners’ equity and cash flows of PublicCo as of and for the fiscal year ended December 31, 2024, audited by and accompanied by the opinion of KPMG LLP, independent public accountants.
(f) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date.
(g) Since March 31, 2024, there has not been any Material Adverse Effect with respect to any Loan Party or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(h) At least three (3) Business Days prior to the Closing Date (to the extent reasonably requested in writing at least ten (10) Business Days prior to the Closing Date), if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower.
(i) The representations and warranties set forth in Article 3 and in each other Loan Documentation shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. The occurrence of the Closing Date is subject shall be deemed to constitute a representation and warranty by the Borrower and each other Loan Party on the date thereof as to the satisfaction of the following conditions, each to the satisfaction of the Purchaser conditions specified in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion:
(a) The Purchaser shall have received each of the following:
(i) An executed counterpart of this AgreementSection 4.01.
(ii) Certified copies of resolutions of (A) each Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto.
(iii) An officer incumbency and specimen signature certificate for each Seller and the Guarantor.
(iv) Organizational documents of each Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable).
(v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.
(vii) Opinions of counsel to the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably request.
(viii) Evidence of the establishment of the Seller Accounts.
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Conditions Precedent to the Closing Date. The occurrence Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement unless on the Closing Date is subject to the satisfaction each of the following conditionsconditions are fulfilled:
(i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, in each to the satisfaction of the Purchaser in its sole discretion andcase duly authorized, as to any agreementexecuted and delivered by each other party thereto.
(ii) Lessor shall have received from Lessee, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion:
(a) The Purchaser shall have received each Lessor, resolutions of the following:
(i) An executed counterpart boards of this Agreement.
(ii) Certified copies directors of resolutions Lessee or other written evidence of (A) each Seller authorizing this Agreement appropriate corporate action, and the other Purchase Documents certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing a person or persons to sign those documents including any subsequent notices the execution, delivery and acknowledgements to be executed, 163908148 delivered or submitted pursuant to performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other Purchase Documents and any other documents document to be executeddelivered in connection therewith to which it is a party, delivered or submitted by each Seller pursuant hereto or thereto, and (B) together with an incumbency certificate as to the Guarantor authorizing this Agreement and authorizing a person or persons authorized to sign this Agreement including any subsequent notices execute and acknowledgements to be executed or delivered pursuant to this Agreement and any other deliver such documents to be executed or delivered by the Guarantor pursuant heretoon behalf of Lessee.
(iii) An officer incumbency Lessor shall have received from Guarantor, in form and specimen signature certificate for each Seller substance satisfactory to Lessor, resolutions of the boards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Guarantor.
(iv) Organizational documents Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & Zabe▇ ▇▇▇, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Seller Lender, each Certificate Holder, the Administrative Agent and the Guarantor certified by the applicable Governmental Authority (Collateral Agent in form attached hereto as applicable), and evidence of good standing (as applicable)Exhibit E-1.
(v) Lien search reports Lessor shall have received a written opinion of Vale▇▇▇ ▇▇▇ner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reportsExhibit E-2.
(vi) Acknowledgement copies or other evidence Lessee shall have delivered good standing certificates dated within five (5) days of filing the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of such UCC financing statements or other filings as are required hereunderthe Closing Date from the state in which Guarantor is incorporated.
(vii) Opinions of counsel The Administrative Agent and Lessor shall have received an Appraisal for all Equipment sold by Lessee to Lessor on the Sellers and the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably requestClosing Date.
(viii) Evidence of The Administrative Agent shall have received the establishment of administrative fee and all other fees as set forth in the Seller Accountsletter agreement dated May 22, 2000 between the Administrative Agent and Lessee.
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Sources: Participation Agreement (Universal Compression Inc)
Conditions Precedent to the Closing Date. The occurrence obligation of the Lenders to make Loans and Advances hereunder on the Closing Date is subject solely to the satisfaction (or waiver) of the following conditionsconditions precedent, and upon satisfaction (or waiver) of such conditions each to Lender shall make all of its required Loans and Advances hereunder on the satisfaction Closing Date:
(a) The Agent’s receipt of executed counterparts of this Agreement (including exhibits and schedules), which shall be originals or PDF copies unless otherwise specified, properly executed by a duly authorized officer of the Purchaser in its sole discretion andBorrower, as to any agreementdated the Closing Date, document or instrument specified below, each and in form and substance satisfactory to the Purchaser in its sole discretion:Agent and each of the Lenders.
(ab) As of the Closing Date, except as disclosed in the Public Filings, there shall have occurred no event or circumstance that could reasonably be expected to result in a Material Adverse Change since December 31, 2024.
(c) All fees due to the Agent, the Arrangers and the Lenders shall have been paid, and all expenses to be paid or reimbursed to the Agent and the Arrangers that have been invoiced at least three (3) Business Days prior to the Closing Date shall have been paid by or at the direction of the Borrower (provided that the accrued fees and expenses of counsel to the Agent shall be paid directly by the Borrower).
(d) The Purchaser Borrower shall have provided to the Agent, (i) at least three (3) Business Days prior to the Closing Date, the documentation and other information required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the U.S.A. Patriot Act, to the extent requested by the Agent or any Lender at least ten Business Days prior to the Closing Date and (ii) at least three (3) Business Days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party to the extent that such Beneficial Ownership Certification was requested at least five (5) Business Days prior to the Closing Date.
(e) The Agent shall have received each of on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) An executed counterpart of this AgreementA Note for each Lender that has requested a Note pursuant to Section 2.16, including, if requested, a Swing Line Note for the Swing Line Lender.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of each of the Borrower and Subsidiary Guarantor certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is a party.
(iv) A good standing certificate as of a recent date for each of the Borrower and Subsidiary Guarantor from the Secretary of State of the State of Delaware.
(v) An officer’s certificate from an executive officer of the Borrower regarding satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02.
(vi) Favorable opinions of (A) each Seller authorizing this Agreement and ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York counsel for the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or theretoBorrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, General Counsel of the Guarantor authorizing this Agreement Borrower, in each case, in form and authorizing a person or persons substance reasonably acceptable to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto.
(iii) An officer incumbency and specimen signature certificate for each Seller and the Guarantor.
(iv) Organizational documents of each Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable).
(v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunderAgent.
(vii) Opinions The Subsidiary Guaranty, executed by a duly authorized officer of counsel to the Sellers and the Subsidiary Guarantor, including opinions with respect to due organization and good standing dated as of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true saleClosing Date, and such other matters as Purchaser may reasonably requestsubstantially in the form of Exhibit E hereto.
(viii) Evidence Certified copies of the establishment consents of the Seller Accountssole manager of the Subsidiary Guarantor approving the Subsidiary Guaranty, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Subsidiary Guaranty.
(ixf) An executed Account Control The Agent shall have received evidence that the Borrower has terminated the Existing Credit Agreement with respect to each Seller Accountand repaid in full all obligations owing thereunder.
(xg) An executed Seller A Power of AttorneyThe Agent shall have received evidence that the FCS Term Facility shall become effective substantially simultaneously with the Closing Date.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from each Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account. 163908148
Appears in 1 contract
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Purchaser in its sole discretion:
(a) The Purchaser shall have received each of the following:
(i) An executed counterpart of this Agreement, the Performance Undertaking and the Lien Release and Acknowledgment Agreement.
(ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers.
(iii) Certified copies of resolutions of (A) SAIC and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 executed or delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, executed or delivered or submitted by each Initial Seller pursuant hereto or thereto.
(iv) Opinions of counsel to SAIC and each Initial Seller, including opinions with respect to due organization and (B) the Guarantor authorizing good standing of each such Person, due authorization, execution and delivery of this Agreement and authorizing a person the other Purchase Documents entered into on or persons prior to sign this Agreement including any subsequent notices the date hereof by such Person, validity and acknowledgements to be executed or delivered pursuant to enforceability of this Agreement and any the other documents Purchase Documents entered into on or prior to be executed or delivered the date hereof with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to the Guarantor pursuant heretoRefundable Discount Advance Account), true sale and such other matters as the Purchaser may reasonably request.
(iiiv) An officer incumbency and specimen signature certificate for SAIC and each Seller and the GuarantorInitial Seller.
(ivvi) Organizational documents of SAIC and each Initial Seller and the Guarantor certified by the applicable Governmental Authority governmental authority (as applicable), and evidence of good standing (as applicable).
(v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports.
(vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder.
(vii) Opinions Evidence of counsel to the Sellers and the Guarantor, including opinions with respect to due organization and good standing existence of each Seller Account and Approved Account relating to the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as Purchaser may reasonably requestInitial Sellers.
(viii) Evidence of the establishment of the Seller Accounts.
(ix) An executed Account Control Agreement with respect to each Seller Account.
(x) An executed Seller A Power of Attorney.
(xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15.
(xii) A certification from that each Initial Seller that it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to a the applicable Seller Account or Approved Account.
(ix) An executed deposit account control agreement with respect to the Refundable Discount Advance Account, in form and such substance reasonably satisfactory to the parties thereto, among the Seller Representative (in its capacity as owner of the Refundable Discount Advance Account), the Purchaser and MUFG, as depository institution.
(b) Each Initial Seller shall not instruct any Approved Obligor have paid all fees owed on or prior to pay any amounts owing on Receivables that are the Closing Date to the Purchaser pursuant to the terms of this Agreement or will be Purchased Receivables to any account other than a Seller Account. 163908148the Fee Letter.
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (Science Applications International Corp)