Conditions Precedent to the Effective Date. The obligation of each Lender to make its Loan on the Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each Person listed on the signature pages hereof; (ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f); (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and (viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act. (d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document. (e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date. (g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Sources: 364 Day Term Loan Agreement (Weatherford International Ltd./Switzerland)
Conditions Precedent to the Effective Date. The obligation of each Lender Without limiting Sections 3.1 and 3.2, the Purchasers shall not be obligated to make its Loan any Advance hereunder on or after the Effective Date is subject Date, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer or the Trustee be obligated to satisfaction of take, fulfill or perform any other action hereunder, until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) The Each Transaction Document to be executed and delivered on the Effective Date shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received the followingsuch other documents, all in form instruments, agreements and substance reasonably satisfactory to legal opinions (including updated true sale and non-consolidation opinions) as the Administrative Agent:
(i) this Agreement executed by Agent and each Person listed on Purchaser Agent shall reasonably request in connection with the signature pages hereof;
(ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof;
(iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date;
(iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement transactions contemplated by this Agreement, each in form and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor;
(A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf;
(vii) favorable, signed opinions addressed substance satisfactory to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and
(viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) satisfactory evidence that the Loans Seller, the Depositor, the Originator and (ii) the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to be executed and delivered on the Effective Date and to which any Obligor each is a party have and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller, the Depositor, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse, if any, of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator, the Servicer, the Depositor or the Seller for a breach of the Originator’s, the Seller’s, the Depositor’s and the Servicer’s representation or warranty that all such consents and approvals have, in fact, been satisfactorily obtained.;
(c) The Lenders Seller, the Servicer the Depositor and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect delivered to the Guarantors Administrative Agent and each Purchaser Agent as to the extent required to be presented this and other closing matters certification in the periodic reports form of WIL-Switzerland filed with the SEC pursuant to the Exchange Act.Exhibit F-1, F-2, and/or F-3;
(d) The Borrower Seller, the Servicer, the Depositor and the Originator shall each have paid (i) delivered to the Administrative AgentAgent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1, the Lead Arrangers E-2, and the LendersE-3;
(e) The Seller shall have acquired sufficient Eligible Loans such that Availability is greater than $0, as applicableevidenced in a Borrowing Base Certificate delivered to the Administrative Agent on the Effective Date; and
(f) SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all fees and other amounts agreed upon by such parties on behalf of Three Pillars Funding, shall have received from the Seller a duly executed Variable Funding Note, with a stated amount equal to be paid on or prior to the Commitment of Three Pillars Funding as of the Effective Date, and (ii) shall have surrendered to the extent invoiced at or before 10:00 a.m., New York City time, on Seller any original signed Variable Funding Certificates (as defined in the Effective Date, all out-of pocket expenses required Original Agreement) previously delivered to be reimbursed or paid it by the Borrower pursuant to Section 11.03 or any other Loan DocumentSeller.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Conditions Precedent to the Effective Date. The obligation of each Lender to make its any Loan on or after the Effective Date date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to satisfaction of the following conditions:
(a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement executed by each Person listed on the signature pages hereofparty hereto;
(ii) the Guaranty Agreement executed by each Person listed on appropriate Notes of the signature pages thereof;
(iii) Notes executed by the Borrower and Borrowers, if any, payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Noteapplicable Lender, duly completed and executed by the Borrower and dated the Effective Date;
(iviii) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, Directors of such Obligor (I1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and, in the case of the Borrower, and the borrowing of the Loans by to be made, and the Borrower request for the Letters of Credit to be issued, hereunder and (II2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default;
(iv) (A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland WIL and WILLCWII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents documents on its behalf;
(viiv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited▇, special Bermuda counsel to the BorrowerWIL, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC HOC, and WCMS(D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and
(viiivi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required to be received by the Obligors in connection with (ia) the Loans and (iib) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders Administrative Agent shall have received audited consolidated financial statements evidence satisfactory to it that the principal of WIL-Switzerland for and interest on all loans and other obligations accrued or owing under the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be presented in the periodic reports of WIL-Switzerland filed contemporaneous with the SEC pursuant satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Exchange ActEffective Date).
(d) The Borrower Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers Agent and the Lenders, as applicable, all fees and other amounts expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m., a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Conditions Precedent to the Effective Date. The obligation of each Lender to make its Loan This Agreement shall become effective on the Effective Date is subject to satisfaction of date by which the following conditionsconditions shall have been satisfied (or waived in accordance with Section 8.01 hereof) as notified by the Administrative Agent to the Borrower and the Initial Lenders, which date shall be substantially concurrent with the Effective Date:
(a) The Administrative Agent shall have received on or before the Effective Date the following, each dated the Effective Date (unless otherwise specified), executed by the appropriate parties and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (unless otherwise specified):
(i) This Agreement.
(ii) The Guaranty, executed by Star Bulk.
(iii) The Stock Pledge, executed by the Borrower.
(iv) The Security Trust Agreement.
(v) An Account Pledge Agreement, executed by the Borrower.
(vi) A certificate from an authorized officer, manager, director or member, as applicable, of the Borrower and Star Bulk certifying as to and attaching copies of the resolutions of the board of directors (or similar body) of such Borrower or Star Bulk, as applicable, approving each Loan Document to which it is or is intended to be a party and the Transactions, and of all documents evidencing other necessary corporate, or limited liability company, action and governmental and other third party approvals and consents, if any, that are necessary with respect to the Transactions and each Loan Document to which it is or is intended to be a party.
(vii) A certificate from an authorized officer, manager, director or member, as applicable, of the Borrower and Star Bulk certifying as to and attaching copies of the articles of incorporation (or similar formation document) and by-laws or operating agreement (or similar organizational document) of the Borrower or Star Bulk, as applicable, certifying the names and true signatures of the officers or other authorized persons of the Borrower or Star Bulk, as applicable, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder and certifying as to the absence of any pending proceeding for the dissolution or liquidation of the Borrower or Star Bulk, as applicable, or to the knowledge of the Borrower or Star Bulk, as applicable, threatening its existence.
(viii) A certificate of good standing or other status, as applicable and to the extent that such certificate is generally available in the applicable jurisdiction, as to the Borrower and Star Bulk issued by the relevant jurisdiction of formation of the Borrower or Star Bulk, as applicable, dated not more than ten (10) Business Days or such longer time as the Administrative Agent may agree prior to the Effective Date.
(ix) A certificate signed by a Responsible Officer of the Borrower, dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement executed by each Person listed , certifying that immediately after giving effect to the Effective Date and the Transactions to occur on the signature pages hereof;
Effective Date, (iiA) the Guaranty Agreement executed by each Person listed on the signature pages thereof;
(iii) Notes executed representations and warranties made by the Borrower and payable Star Bulk contained in each Loan Document to each Lender requesting (at least one Business Day prior which the Borrower and Star Bulk is a party or any certificate delivered in accordance with the terms of this Agreement or any other Loan Document are correct in all material respects on the Effective Date and after giving effect to the Transactions to be consummated on the Effective Date) , as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a Note, duly completed and executed by the Borrower and dated date other than the Effective Date;
(iv) a certificate of a Responsible Officer of WIL-Switzerland), dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolutionBorrower and its Subsidiaries, liquidation or winding up of such Obligor;on a Consolidated basis, are Solvent, (C) Star Bulk and its Subsidiaries, on a Consolidated basis, are Solvent and (D) no Default has occurred and is continuing.
(Ax) a certificate of the secretary or an assistant secretary of In each of the Borrowercase, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf;
(vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from Initial Lenders, (A) Fulbright a favorable opinion of S▇▇▇▇▇ & JK▇▇▇▇▇ LLP, special U.S. and M▇▇▇▇▇▇▇ L.L.P.Islands counsel for the Borrower and Star Bulk, special United States counsel covering such matters reasonably requested by the Administrative Agent and the Required Lenders and in form and substance reasonably satisfactory to the ObligorsAdministrative Agent and the Required Lenders, and (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda favorable opinions from local counsel for the Borrower and Star Bulk (or the Administrative Agent under arrangements reasonably satisfactory to the BorrowerAdministrative Agent and the Required Lenders) in such jurisdictions reasonably requested by the Administrative Agent and the Required Lenders, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss from counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC in form and WCMS, each given upon the express instruction of the applicable Obligor; and
(viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior substance reasonably satisfactory to the Effective Date by Administrative Agent and the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectRequired Lenders.
(bxi) The (A) Copies of Uniform Commercial Code searches (or similar searches) with respect the Borrower in all jurisdictions reasonably requested by the Administrative Agent, which searches shall show no effective filings against the Borrower other than filings in favor of the Administrative Agent shall have received evidence reasonably satisfactory or the Security Trustee or otherwise to it that all material consents of each Governmental Authority the extent constituting a Permitted Lien, and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information no effective filings with respect to the Guarantors Collateral other than in favor of the Administrative Agent or the Security Trustee or otherwise to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Actsuch Liens are Permitted Liens.
(d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Star Bulk Carriers Corp.)
Conditions Precedent to the Effective Date. The obligation of each Lender to make its any Loan on or after the Effective Date date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to satisfaction of the following conditions:
(a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement executed by each Person listed on the signature pages hereofparty hereto;
(ii) the Guaranty Agreement executed by each Person listed on appropriate Notes of the signature pages thereof;
(iii) Notes executed by the Borrower and Borrowers, if any, payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Noteapplicable Lender, duly completed and executed by the Borrower and dated the Effective Date;
(iviii) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, Directors of such Obligor (I1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and, in the case of the Borrower, and the borrowing of the Loans by to be made, and the Borrower request for the Letters of Credit to be issued, hereunder and (II2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default;
(Aiv) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland WIL and WILLCWII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents documents on its behalf;
(viiv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited▇, special Bermuda counsel to the BorrowerWIL, and (C) B▇▇▇▇ & M▇▇▇▇▇▇▇with respect to any other Borrower, special Swiss counsel for such Borrower reasonably acceptable to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMSthe Administrative Agent, each given upon the express instruction of the applicable Obligor; and
(viiivi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(vii) The Public Debt Offering shall have been completed and the Borrower shall have received the net proceeds therefrom (after deducting underwriting discounts but before deducting other expenses of the offering).
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required to be received by the Obligors in connection with (ia) the Loans and (iib) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act.
(d) The Borrower Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers Agent and the Lenders, as applicable, all fees and other amounts expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m., a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Conditions Precedent to the Effective Date. The obligation This Agreement shall become effective as of the first Business Day (the “Effective Date”) on which each Lender to make its Loan on the Effective Date is subject to satisfaction of the following conditionsconditions precedent have been satisfied, or waived by each Lender hereunder:
(a) The Administrative Agent and each Lender shall have received each of the followingfollowing documents, all duly executed, in each case, in form and substance reasonably satisfactory to Administrative Agent and each of Lenders:
(i) duly executed counterparts of (A) this Agreement, (B) the Pledge and Security Agreement, (C) each Control Agreement, (D) the Pledgor Guarantee, (E) the Funding Account Security Agreement, (F) the Funding Account Control Agreement, (G) the Fee Letter and (H) the Parent Agreement, each dated as of the Effective Date;
(ii) (A) a certificate of each Loan Party, dated as of the Effective Date and executed by its respective Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents certified by the relevant authority of the jurisdiction of organization of such Person and (B) a long form good standing certificate for each Loan Party from its jurisdiction of organization;
(iii) (i) a favorable opinion of the Loan Parties’ counsel, addressed to Administrative Agent and Lenders, dated as of the Effective Date and (ii) a non-consolidation opinion of the Loan Parties’ counsel, addressed to Administrative Agent and Lenders, dated as of the Effective Date, each in the form and substance reasonably satisfactory to the Administrative Agent:Agent and each of the Lenders; and
(iv) evidence that Parent has irrevocably and unconditionally appointed CT Corporation System, as its agent to receive service of process all writs, claims, process and summonses in any action or proceeding brought against it in the State of New York with respect to the Margin Loan Documentation to which it is a party.
(i) this Agreement executed Borrower shall have delivered (or shall have caused to be delivered) to the Administrative Agent a certificate of each Loan Party’s Authorized Representative certifying (A) that such Loan Party’s only assets consist of immaterial Cash and Cash Equivalents and (B) that such Loan Party has no Indebtedness or monetary obligations, and (ii) Borrower shall have caused Parent to have delivered to the Administrative Agent a certificate of Parent’s Authorized Representative certifying that, as of the Effective Date, the Advances and Transactions are collectively intended to constitute a bona fide loan and are not intended to be an offer or sale of Collateral Shares within the meaning of the Securities Act.
(i) Each Collateral Account for the Lenders shall have been established by each Person listed on the signature pages hereof;
Loan Parties in the name of Borrower and Pledgor subject to the security interest of the relevant Applicable Lender, (ii) the Guaranty Agreement executed by each Person listed on Blackstone Account and the signature pages thereof;
BX Selling Collateral Account shall have been established for the benefit of the Sellers (as defined in the Settlement Agreement) and the BX Lenders, respectively, (iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to Funding Account shall have been established for the Effective Date) a Notebenefit of the Lenders, duly completed and executed by the Borrower and dated the Effective Date;
(iv) a certificate the Buyer Equity Contribution Account shall have been established for the benefit of a Responsible Officer of WIL-Switzerland, dated the date hereof Pledgor and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor;
(A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf;
(vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and
(viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(b) The Administrative Agent Party shall have received evidence reasonably satisfactory to it that executed and delivered all material consents of each Governmental Authority and of each other Person, if any, account opening documentation required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange ActCustodian.
(d) The Borrower shall have paid (i) to Each of the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties contained herein (other than as set forth in Article VI Sections 3.04, 3.06(d), 3.11, 3.13, 3.15, 3.16, 3.21 and in the other Loan Documents 3.23) shall be true and correct in all material respects (other than those except with respect to representations and warranties that are subject to a already qualified by materiality qualifier in the text thereof, which case such representations and warranties shall be accurate true and correct in all respects in accordance with their termsrespects) on and as of the Effective Date (unless any Date, except to the extent that such representation representations and warranty expressly relates warranties specifically refer to an earlier date, in which case such representation and warranty they shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date)date and the acknowledgement of the effectiveness of this Agreement by any Loan Party shall constitute a representation and warranty that the condition set forth in this clause (d) has been satisfied.
(e) [Reserved]
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.[Reserved]
(g) The Lenders Borrower shall have received all documentation and other information delivered (or shall have caused to be delivered) to the Administrative Agent an IRS Form W-9 with respect to WIL-Switzerland the Pledgor and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date Intermediate Subsidiary, indicating that the Pledgor is required by regulatory authorities under applicable "know your customer" a disregarded entity whose regarded owner is the Intermediate Subsidiary for U.S. federal income tax purposes and anti-money laundering rules and regulations, including that the PATRIOT ActIntermediate Subsidiary is a U.S. Person for U.S. federal income tax purposes.
Appears in 1 contract
Sources: Margin Loan Agreement (HNA Tourism Group Co., Ltd.)
Conditions Precedent to the Effective Date. The obligation of each Lender to make its any Loan on or after the Effective Date date hereof and the obligation of each Issuing Bank to issue any Letter of Credit on or after the date hereof for the account of any Borrower is subject to satisfaction of the following conditions:
(a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement executed by each Person listed on the signature pages hereof;
(ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof;
(iii) Revolving Credit Notes executed by the Borrower Borrowers and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Revolving Credit Note, duly completed and executed by the Borrower Borrowers and dated the Effective Date;
(iv) Swingline Notes executed by the Borrowers and payable to each Swingline Lender, duly completed and executed and dated the Effective Date;
(v) a certificate of a Responsible Officer of WIL-Switzerlandeach Obligor, dated the date hereof and certifying as certifying, inter alia (A) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the conditions set forth Effective Date are true and correct in Sections 5.01(e) all material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (f)B) the absence of the occurrence and continuance of any Default or Event of Default;
(vvi) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, Directors of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the a Borrower, the borrowing of Loans by such Borrower and the issuance of Letters of Credit for the account of such Borrower hereunder and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor;
(vii) (A) a certificate of the secretary or an assistant secretary of each of the BorrowerWIL, WIL-Switzerland and WILLCWII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents documents on its behalf;
(viiviii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇▇ D▇▇▇▇ & P▇▇▇▇▇▇▇ Limited, special Bermuda counsel to the BorrowerWIL, (C) B▇▇▇▇▇ & M▇▇▇▇▇▇▇▇, special Swiss counsel to WIL‑SwitzerlandWIL-Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and
(viiiix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans Loans, (ii) the Letters of Credit and (iiiii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing JPMorgan Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date).
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Deutsche Bank Credit Agreement (whether or not such loans and obligations are then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date).
(e) The Lenders shall have received (i) audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 20122009, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act, and (ii) unaudited interim consolidated financial statements of WIL-Switzerland for each quarterly period ended subsequent to December 31, 2009 to the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act.
(df) The Borrower Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower Borrowers pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Sources: Credit Agreement (Weatherford International Ltd./Switzerland)
Conditions Precedent to the Effective Date. The obligation effectiveness of each Lender to make its Loan on this Agreement and the occurrence of the Effective Date is subject to satisfaction the fulfillment, prior to or on the Effective Date, of the following conditionsconditions precedent:
(a) The Administrative Agent 3.1.1 Each of the parties hereto shall have received executed counterparts or conformed copies of the following, all in form and substance reasonably satisfactory to the Administrative Agentfollowing documents:
(i) this Agreement executed by each Person listed on the signature pages hereofAgreement;
(ii) the Guaranty Agreement executed by each Person listed on the signature pages thereofTrust Indenture;
(iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective DateIntercreditor Agreement;
(iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f)Loan Agreement;
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated Notes Guarantee;
(vi) the date hereof and certifying Delta Credit Support Agreement;
(vii) the Borrower Security Agreement;
(viii) the Second Lien Subordination Agreement;
(ix) the FAA Subordination;
(x) (A) true and complete copies a copy of the memorandum Certificate of association Formation and bye-laws or the certificate LLC Agreement of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor Owner and the authorizing resolutions adopted of the member of the Owner, in each case certified as of the Effective Date, by the Board an officer of DirectorsOwner, the managers or the members, as applicable, of such Obligor (I) duly authorizing the execution, delivery and performance by such Obligor Owner of the Loan Documents Operative Agreements to which it is party required to be executed and delivered by Owner on or shall be a party and, prior to the Effective Date in accordance with the case of the Borrower, the borrowing of Loans by the Borrower provisions hereof and thereof; and (IIB) authorizing officers an incumbency certificate of such Obligor Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(xi) (A) an incumbency certificate of WTNA as to the person or persons authorized to execute and deliver the Operative Agreements, the Loan Documents Agreement and the Borrower Security Agreement on behalf of WTNA and (B) a copy of the Certificate of Incorporation and By-Laws and general authorizing resolution of the board of directors (or executive committee) or other satisfactory evidence of authorization of WTNA, certified as of the Effective Date by the Secretary or Assistant or Attesting Secretary of WTNA, which authorize the execution, delivery and performance by WTNA of the Operative Agreements to which it is or shall be a party party, the Loan Agreement and any related documents, including any agreement contemplated by this the Borrower Security Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor;
(Axii) a certificate an opinion of V▇▇▇▇▇ Price P.C., special counsel to the secretary or an assistant secretary Owner and the Guarantors, substantially in the form of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf;Exhibit B-1; and
(viixiii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright an opinion of D▇▇▇▇ ▇▇▇▇ & JW▇▇▇▇▇▇▇ L.L.P.LLP, special United States counsel to the ObligorsDelta, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and
(viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented substantially in the periodic reports form of WIL-Switzerland filed with the SEC pursuant to the Exchange ActExhibit B-2.
(d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Sources: Participation Agreement (Wheels Up Experience Inc.)
Conditions Precedent to the Effective Date. The obligation of each Lender to make its Loan on the Effective Date under this Agreement is subject to satisfaction of each the following conditionsconditions precedent:
(a) The Administrative Agent each Original Lender shall have received each of the followingfollowing documents, all each dated on or prior to the Closing Date, in each case, in form and substance reasonably satisfactory to the Administrative Agenteach Original Lender:
(i) duly executed counterparts of (A) this Agreement, (B) the Fee and Ratio Letter, (C) the Security Agreement, (D) each Control Agreement executed by to which an Original Lender is a party, (E) each Person listed on Issuer Agreement to which an Original Lender is a party and (F) the signature pages hereofGuarantee Agreement;
(ii) certificates of the Guaranty Agreement executed by Guarantor and each Person listed on Borrower, each dated as of the signature pages thereof;
(iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed Closing Date and executed by the Borrower and dated the Effective Date;
(iv) a certificate of a Responsible Officer of WIL-Switzerlandsuch Person, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying which shall (A) true and complete copies of certify the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, resolutions of such Obligor and the resolutions adopted by the Person’s Board of Directors, the managers or the members, as applicable, of such Obligor (I) Directors authorizing the execution, delivery and performance by such Obligor of the Margin Loan Documents Documentation to which it such Person is or shall be a party andparty, in (B) identify by name and title and bear the case signatures of the Borrower, the borrowing of Loans by the Borrower Responsible Officers and (II) authorizing any other officers of such Obligor Person authorized to execute and deliver sign the Margin Loan Documents Documentation to which it such Person is or shall be a party and any related documents(C) contain appropriate attachments, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up Organization Documents of such ObligorPerson (including the certificate of formation of such Person certified by the relevant authority of the jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization;
(Aiii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof.
(iv) a certificate favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent;
(v) the secretary or an assistant secretary results of a recent lien and judgment search in each of the Borrowerjurisdictions where assets of Borrowers are located, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures such search shall reveal no liens or judgments on any of the officers assets of such Obligor executing Borrowers except for Permitted Liens;
(vi) any Loan Documents on its behalfform requested by any Original Lender necessary to comply with Regulation T, and (B) notarized specimens of signature Regulation U, or Regulation X, or any other provisions of the officers regulations of each of HOC and WCMS executing any Loan Documents on its behalfthe FRB, including Form U-1;
(vii) favorableproper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interest purported to be created by the Security Agreement;
(viii) evidence that the Collateral Accounts have been established by Borrowers, signed opinions addressed the Collateral Accounts are standing with and subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or delivered to the Administrative Agent Collateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than DNB Existing Transfer Restrictions and CDAY Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary;
(ix) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower;
(x) an instruction letter by a Responsible Officer of each Borrower, which shall identify the standard settlement instructions and the Lenders dated the Effective Date from (Arelevant account(s) Fulbright & J▇▇▇▇▇▇▇ L.L.P.to which any applicable payments, special United States counsel deliveries or transfers shall be made pursuant to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable ObligorMargin Loan Documentation; and
(viiixi) copies of the memorandum of association, articles such other certificates or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.any Original Lender reasonably may require;
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act.
(d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid due and payable on or prior to the Effective Closing Date, and (ii) to the extent invoiced at including reimbursement or before 10:00 a.m., New York City time, on the Effective Date, payment of all reasonable out-of of-pocket expenses required to be reimbursed or paid by under the Borrower pursuant Margin Loan Documentation, including the Upfront Fee and counsel fees invoiced prior to Section 11.03 or any other Loan Document.the Closing Date, shall have been paid;
(ec) The each of the representations and warranties set forth contained in Article VI and 3 or in the any other Margin Loan Documents Documentation shall be true and correct in all material respects (other than those on and as of the date hereof, the Closing Date, the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date and the Fourth Amendment Effective Date, except to the extent that such representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates specifically refer to an earlier date, in which case such representation and warranty they shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).;
(fd) No Default or Event of Default the Collateral Requirement shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.been satisfied in all respects;
(ge) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "“know your customer" ” and other account opening documentation required by applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Actinformation described in Section 9.15, shall have been provided by Borrowers, and each Original Lender shall have completed all applicable “know your customer” procedures; and
(f) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the Closing Date, which shall contain representations that the conditions set forth in Section 4.01(c) and (d) have been satisfied.
Appears in 1 contract
Conditions Precedent to the Effective Date. The obligation of each Lender to make its Loan on the Effective Date is subject to satisfaction of the following conditions:
(a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement executed by each Person listed on the signature pages hereof;
(ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof;
(iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date;
(iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f);
(v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and Obligor, (B) the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (BC) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor;
(vi) (A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf;
(vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright ▇▇▇▇▇ & J▇▇▇▇▇▇▇▇ L.L.P.LLP, special United States counsel to the Obligors, (B) C▇▇▇▇▇▇▇ D▇▇▇▇ & P▇▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower, (C) B▇▇▇▇▇ & M▇▇▇▇▇▇▇▇ LLP, special Swiss counsel to WIL‑SwitzerlandWIL-Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and
(viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained.
(c) The Lenders Administrative Agent shall have received audited consolidated financial statements evidence reasonably satisfactory to it that the principal of WIL-Switzerland for and interest on all loans outstanding under, and all other obligations accrued or owing under, the fiscal year ended December 31Existing Term Loan Agreement (whether or not then due) shall have been, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed or concurrently with the SEC pursuant to the Exchange ActInitial Borrowing will be, paid in full.
(d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document.
(e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date.
(g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "“know your customer" ” and anti-money laundering rules and regulations, including the PATRIOT Act.
Appears in 1 contract
Sources: 364 Day Term Loan Agreement (Weatherford International Ltd./Switzerland)