Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan. The obligation of the Bank to make the Term Loan and the initial Revolving Credit Loan contemplated by this Agreement is subject to the condition precedent that the Bank shall have received from the Borrower the following, in form and substance satisfactory to the Bank and its counsel: (a) The Term Loan Note and the Revolving Credit Note duly executed and payable to the order of the Bank. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (d) Copies of the certificate of incorporation and all amendments thereto of the Borrower, certified by the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and a certificate of existence and good standing with respect to the Borrower from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and from the Secretary of State (or equivalent officer) of any state in which the Borrower is authorized to do business. (e) An opinion of ▇▇▇▇▇▇▇ ▇. Satin, Esq., counsel for the Borrower as to certain matters referred to in Article IV hereof and as to such other matters as the Bank or its counsel may reasonably request. (f) From the Borrower, an executed Security Agreement giving to the Bank a first priority security interest in all assets of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral"). (g) From the Borrower, UCC-1 filings perfecting the Bank's security interests in the Collateral. (h) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change. (i) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank in all respects.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit LoanLoan and the Issuing of the Initial Letter of Credit. The obligation of the Bank Banks to make the Term Loan and the initial Revolving Credit Loan Loans contemplated by this Agreement is and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Bank Agent and its counsel:
(a) The Term Loan Note and the Revolving Credit Note Notes, each duly executed by the Borrower and payable to the order of each of the BankBanks.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement.
(de) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor.
(f) Copies of the certificate of incorporation and all amendments thereto of the Borrower, Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors and from the Secretary of State (or equivalent officer) of any state in which the Borrower is or the Guarantors are authorized to do business.
(eg) An opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇. Satin, Esq.▇▇▇, counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Bank Agent or its counsel may reasonably request.
(fh) From each of the Guarantors, an executed Guaranty.
(i) From the Borrower, an executed Security Agreement giving a true and correct copy of the Deutsche Agreement, which shall be satisfactory to the Bank a first priority security interest Agent and its counsel in all assets of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral")material respects.
(gj) From the Borrower, UCC-1 filings perfecting the Bank's security interests in the Collateral.
(h) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. evidence that its revolving credit facility from EAB and The policy shall provide for thirty (30) days notice to the Bank of cancellation or changeNew York has been terminated.
(i) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank in all respects.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan. The obligation of the Bank to make the Term Loan and the initial Revolving Credit Loan contemplated by this Agreement is subject to the condition precedent that the Bank shall have received from the Borrower and the Guarantor the following, in form and substance satisfactory to the Bank and its counsel:
(a) The Term Loan Note and the Revolving Credit Note duly executed and payable to the order of the Bank.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors and the shareholders of the Guarantor, authorizing and approving this Agreement, its Guaranty and any other Loan Document applicable to the Guarantor, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, its Guaranty and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement.
(de) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Guarantor certifying (i) the names and true signatures of the officer or officers of the Guarantor authorized to sign this Agreement, its Guaranty and any other Loan Documents to be delivered hereunder on behalf of the Guarantor; (ii) a copy of the Guarantor's by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of the Guarantor.
(f) Copies of the certificate of incorporation and all amendments thereto of the BorrowerBorrower and the Guarantor, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantor and a certificate of existence and good standing with respect to the Borrower and the Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantor is authorized to do business.
(eg) An opinion of ▇'▇▇▇▇▇▇▇ ▇. Satin▇, Esq.Graev and Karabell, LLP, counsel for the Borrower and the Guarantor as to certain matters referred to in Article IV hereof and as to such other matters as the Bank or its counsel may reasonably request.
(fh) From the BorrowerGuarantor, an executed Security Agreement giving to the Bank a first priority security interest in all assets of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral").
(g) From the Borrower, UCC-1 filings perfecting the Bank's security interests in the Collateral.
(h) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or changeGuaranty.
(i) Evidence that the Borrower and the Guarantor maintain adequate casualty and liability insurance, with financially sound and reputable insurance companies or associations, in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning properties and doing business in the same general areas in which the Borrower and the Guarantor operate.
(j) Receipt and satisfactory review by the Bank of all credit agreements and other similar agreements described in Section 4.01(t) of this Agreement.
(k) Receipt and satisfactory review by the Bank of an amendment, modification or waiver of applicable provisions of the agreements relating to the Senior Notes which allow for this Agreement and the transactions contemplated hereby.
(l) Reduction of the line of credit from the Bank to the Borrower from $15,000,000.00 of availability to $10,000,000.00 of availability.
(m) Receipt and satisfactory review by the Bank of the management prepared consolidating financial statements of the Borrower and its Consolidated Subsidiaries for the nine month period ended September 30, 1998.
(n) Receipt and satisfactory review by the Bank of the management letter issued in connection with the audit of the Borrower's consolidated financial statements for the year ended December 31, 1997.
(o) The following statements shall be true and the Bank shall have received a certificate signed by the President or the Chief Financial Officer of the Borrower dated the date hereof, stating that:
(i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct in all material respects on and as of such date, except for those relating to an earlier date, which shall remain true and correct as of such earlier date; and
(ii) No Default or Event of Default has occurred and is continuing, or would result from the making of the initial Revolving Credit Loan.
(p) Receipt by the Bank of the remaining balance ($50,000.00) of its facility fee.
(q) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be reasonably satisfactory to the Bank and its counsel in all respects.
(r) All legal matters incident to this Agreement and the transactions contemplated hereby shall be satisfactory to Cullen and ▇▇▇▇▇▇, counsel to the Bank.
(s) Receipt by the Bank of such other approvals, opinions or documents as the Bank or its counsel may reasonably request.
(t) Payment by the Borrower of the reasonable fees and expenses of counsel to the Bank.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Initial Revolving Credit Loan and the Initial Revolving Credit Term Loan. The obligation of the Bank to make the Term initial Revolving Credit Loan and the initial Revolving Credit Term Loan contemplated by this Agreement is subject to the condition precedent that the Bank shall have received from the Borrower and the Guarantors the following, in form and substance satisfactory to the Bank and its counsel:
(a) The Term Loan Revolving Credit Note and the Revolving Credit Note initial Term Loan Note, in each case duly executed and payable to the order of the Bank.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan NoteNotes, the Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower.
(e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; and (ii) a copy of each of the Borrower's Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor.
(df) Copies of the certificate certificates of incorporation and all amendments thereto of the BorrowerBorrower and each of the Guarantors, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and each Guarantor and a certificate of existence and good standing with respect to the Borrower and each Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and each Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower and each Guarantor is authorized to do business.
(eg) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Satin, Esq.LLP, counsel for the Borrower and the Guarantors in the form annexed hereto as to certain matters referred to in Article IV hereof and as to such other matters as the Bank or its counsel may reasonably requestSchedule 3.01(g).
(fh) From each of the Guarantors, an executed Guaranty.
(i) From the Borrower, an executed Security Agreement giving to the Bank a first priority security interest in all assets of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral").
(gj) From the Borrower, UCC-1 filings perfecting the Bank's security interests in the Collateral.
(hk) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change.
(il) From the Borrower, receipt and satisfactory review by the Bank of the Borrower's audited financial statement for the fiscal year ended December 31, 1999.
(m) From the Borrower, a Borrowing Base certificate dated the date hereof.
(n) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank and its counsel in all respects.
(o) The following statements shall be true and the Bank shall have received a certificate signed by the President or Chief Financial Officer of the Borrower dated the date hereof, stating that:
(i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct in all material respects on and as of such date; and
(ii) No Default or Event of Default has occurred and is continuing, or would result from the making of the initial Term Loan or the initial Revolving Credit Loan.
(p) Receipt by the Bank of such other approvals or documents as the Bank or its counsel may reasonably request.
(q) Receipt by the Bank of its facility fee set forth in Section 2.12 hereof, and payment of the reasonable legal fees and expenses of the Bank's counsel.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan. The obligation of the Bank Lenders to make the Term Loan and the initial Revolving Credit Loan contemplated by this Agreement is subject to the condition precedent that the Bank Agent and the Lenders shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Bank and its counsel:
(a) The Term Loan Note and the Revolving Credit Note Note, each duly executed and payable to the order of the Bankeach Lender.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement.
(de) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor.
(f) Copies of the certificate of incorporation and all amendments thereto of the Borrower, Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors) and from the Secretary of State (or equivalent officer) of any state in which the Borrower is or the Guarantors are authorized to do business.
(eg) An opinion of Tenzer, Greenblatt, Fallon & ▇▇▇▇▇▇▇ ▇. Satin, EsqEsqs., counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Bank or its counsel may reasonably request.
(fh) From each of the Guarantors, an executed Guaranty.
(i) From the Borrower, an executed Security Agreement giving to the Bank a first priority security interest in all assets copy of the consolidated balance sheet and income statement for the Borrower includingand its Consolidated Affiliates for the six month period ended June 28, but not limited to1997, together with all personal property, equipment, fixtures, inventory, accounts, chattel paper supporting schedules and general intangibles all whether now owned or hereafter acquired (the "Collateral").
(g) From certified by the Borrower's Chief Financial Officer, UCC-1 filings perfecting the Bank's security interests in the Collateral.
(h) A property damage insurance policy for the Collateral in the amount review of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change.
(i) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement which shall be satisfactory to the Bank in all respects.
(j) From the Borrower, a copy of the balance sheet and income statement for the Borrower only for the six month period ended June 28, 1997, together with all supporting schedules and certified by the Borrower's Chief Financial Officer, the review of which shall be satisfactory to the Bank in all respects.
(k) From the Borrower, written notice to terminate the Credit Agreement between the Borrower and Manufacturers Hanover Trust Company dated as of March 27, 1990, as amended.
(l) The following statements shall be true and the Agent shall have received a certificate signed by the President or Chief Financial Officer of the Borrower and each Guarantor dated the date hereof, stating that:
(a) The representations and warranties contained in Article IV of this Agreement and in the Guaranties are true and correct on and as of such date; and
(b) No Default or Event of Default has occurred and is continuing, or would result from the making of the Term Loan or the initial Revolving Credit Loan.
(m) All legal matters incident to this Agreement and the Loan transactions contemplated hereby shall be satisfactory to Cullen and ▇▇▇▇▇▇, counsel to the Bank.
(n) Receipt by the Agent of such other approvals, opinions or documents as may be required or as the Bank or its counsel may reasonably request.
(o) Receipt by the Agent of all fees and expenses of the Agent incurred in connection with this Agreement, including, without limitation, the reasonable fees and expenses of the Agent's counsel.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit LoanLoan and the Issuing of the Initial Letter of Credit. The obligation of the Bank Banks to make the Term Loan and the initial Revolving Credit Loan Loans contemplated by this Agreement is and the obligation of the Issuing Bank to issue the initial Letter of Credit issued after the date of this Agreement contemplated by this Agreement are each subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Bank Agent and its counsel:
(a) The Term Loan Note and the A Revolving Credit Note Note, duly executed by the Borrower and payable to the order of each of the BankBanks.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement.
(de) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor.
(f) Copies of the certificate of incorporation and all amendments thereto of the Borrower, Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors) and from the Secretary of State (or equivalent officer) of any state in which the Borrower is or the Guarantors are authorized to do business.
(eg) An opinion of ▇▇(i) Ruskin, Moscou, ▇▇▇▇▇ ▇. Satin& Faltischek, Esq.P.C., counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Bank Agent or its counsel may reasonably request and (ii) of ▇▇▇▇▇▇ & Hanger, L.L.P. with respect to Sedeco, concerning such matters as the Agent or its counsel may reasonably request.
(fh) From each of the Guarantors, an executed Guaranty.
(i) From the Borrower, an executed Security Agreement giving copies of all of the Borrower's credit agreements, loan agreements, indentures, mortgages and other documents relating to the Bank a first priority security interest in all assets extension of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral")credit.
(gj) From the Borrower, UCC-1 filings perfecting a copy of the Bank's security interests in the CollateralSedeco Tajima Agreement.
(hk) A property damage insurance policy for From the Collateral in Borrower, the amount of fees and expenses to be paid pursuant to this Agreement, the greater of (1) Commitment Letter and the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or changeFee Letter.
(il) All schedulesThe Agent and the Banks shall, documents, certificates and other information provided prior to the Bank pursuant to or in connection with date of this Agreement Agreement, have completed their due diligence reviews of the Borrower, the results of which shall be satisfactory to the Bank Agent and the Banks in their sole discretion.
(m) From the Borrower, a copy of all contracts, documents and agreements relating to the acquisition of Sedeco, the review of which shall be satisfactory to the Banks and their counsel in all respects, and evidence that the acquisition of Sedeco has been completed.
(n) From the Borrower, a copy of an amendment to the BNY Existing Term Loan Agreement executed by each of the parties thereto, in form and substance satisfactory to the Agent and its counsel, which conforms the covenants therein to those set forth in Article V of this Agreement.
Appears in 1 contract
Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan. The obligation of the Bank to make the Term Loan and the initial Revolving Credit Loan contemplated by this Agreement is subject to the condition precedent that the Bank shall have received from the Borrower and the Guarantors the following, in form and substance satisfactory to the Bank and its counsel:
(a) The Term Loan Note and the Revolving Credit Note Note, each duly executed and payable to the order of the Bank.
(b) Certified (as of the date of this Agreement) copies of the resolutions of the Board board of Directors directors of the Borrower authorizing the Loans and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents.
(d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Term Loan Note, the Revolving Credit Note Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement.
(de) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor.
(f) Copies of the certificate certificates of incorporation and all amendments thereto of the BorrowerBorrower and each of the Guarantors, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and each Guarantor and a certificate of existence and good standing with respect to the Borrower and each Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and each Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower and each Guarantor is authorized to do business.
(eg) An opinion of Feder, Kaszovitz, Isaacson, Weber, Skal▇ & ▇▇▇▇▇▇▇ ▇. Satin, Esq.ass LLP, counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Bank or its counsel may reasonably request.
(fh) From each of the Guarantors, an executed Guaranty.
(i) From the BorrowerBorrower and each Guarantor, an executed Security Agreement giving to the Bank a first priority security interest in all assets of the Borrower and each Guarantor including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral").
(gj) From the BorrowerBorrower and each Guarantor, UCC-1 filings perfecting the Bank's security interests in the Collateral.
(hk) A From the Borrower and each Guarantor, a property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2excluding accounts receivable) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change.
(l) From any landlord of premises leased by the Borrower or any Guarantor and in which premises Collateral is located, a landlord's lien waiver, in form and substance satisfactory to the Bank.
(m) Receipt and satisfactory review by the Bank of a completed Field Examination of the Borrower and Speed.
(n) Receipt and satisfactory review by the Bank of the Acquisition Agreement, all employment, consulting and other similar agreements relating to the Speed Acquisition and all resolutions, consents and other approvals relating to the Speed Acquisition.
(o) Receipt and satisfactory review by the Bank of the due diligence report by Gran▇ ▇▇▇▇▇▇▇▇ ▇▇ the Speed Acquisition.
(p) Receipt and satisfactory review by the Bank of an opening balance sheet and updated projections for the Borrower for a period of at least four (4) years, after taking the Speed Acquisition into account, including balance sheets, income statements and statements of cash flows, all reviewed by Gran▇ ▇▇▇▇▇▇▇▇ ▇▇ other independent certified public accountants satisfactory to the Bank.
(q) Receipt and satisfactory review by the Bank of all documentation relating to the Borrower's acquisitions of The Sarabande Press, Inc. and Advanced Digital Services, Inc. together with the Borrower's Forms 8-K issued in connection with such acquisitions.
(r) Receipt and satisfactory review by the Bank of a subordinated note and a subordination agreement related to the Subordinated Debt to be payable to Speed which shall provide for at least $2,000,000.00 in such Subordinated Debt, a repayment schedule satisfactory to the Bank and a requirement that no payments on such Subordinated Debt be payable if, after giving effect to any scheduled payment, the Borrower would fail to meet the requirements of Section 5.03(b) of this Agreement.
(s) Receipt and satisfactory review by the Bank of an assignment, as collateral, of a $3,500,000.00 key man life insurance policy on Gary ▇▇▇▇.
(t) Receipt and satisfactory review by the Bank and its counsel of evidence that, except for the payment of amounts to be funded by the Loans, the Speed Acquisition has closed.
(u) From the Borrower, the initial Borrowing Base Certificate, evidencing availability for the initial Revolving Credit Loan.
(v) The following statements shall be true and the Bank shall have received a certificate signed by the President or Chief Financial Officer of the Borrower dated the date hereof and dated the date of the Drawdown and the initial Revolving Credit Loan, if later, stating that:
(i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct on and as of such date;
(ii) No Default or Event of Default has occurred and is continuing, or would result from the making of the Term Loan or the initial Revolving Credit Loan; and
(iii) The aggregate amount of the Term Loan and the initial Revolving Credit Loan is not in excess of the cash portion of the purchase price for the Acquisition plus related cash expenses, with calculations or other evidence of the accuracy of such statement.
(w) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank and its counsel in all respects.
(x) All legal matters incident to this Agreement and the Loan transactions contemplated hereby shall be satisfactory to Cullen and Dykm▇▇, ▇▇unsel to the Bank.
(y) Receipt by the Bank of such other approvals, opinions or documents as the Bank or its counsel may reasonably request.
(z) Receipt by the Bank of its facility fee (after crediting amounts previously paid) of $45,000.00, and payment of the reasonable legal fees and expenses of the Bank's counsel.
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