Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof; (i) executed counterparts of this Agreement; (ii) a Request for Credit Extension in accordance with the requirements (iii) [Reserved]; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require; (vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility) (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require. (b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom. (d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date. (e) Any fees required to be paid on or before the Closing Date shall have been paid. (f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Conditions to Closing Date. The effectiveness of this credit facility Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Company and the Administrative Agent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the Borrower (signing Loan Party, as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(iii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement;
(iiiii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the Collateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a Request lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for Credit Extension purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with the requirements
(iii) [Reserved]with, and as required by, Section 6.11;
(iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower HGVI or such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents an opinion from (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedLoan Parties and (y) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Florida, Arizona and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except Nevada counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of Sidley Austin LLP, counsel the Company (after giving effect to the Borrower, addressed to Transactions) substantially in the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents form attached hereto as the Administrative Agent may reasonably requireExhibit E-2;
(vii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties Company, confirming satisfaction of the Borrower contained conditions set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.01(d) and (ce); and
(viii) the Perfection Certificate, duly completed and 5.04 are true executed by the Loan Parties.
(b) All fees and correct expenses due to the Agents, the Global Coordinators and the Joint Bookrunners required to be paid on and as of the Closing Date and (Bin the case of expenses) invoiced at least three Business Days before the current Debt Ratings Closing Date (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viiiexcept as otherwise reasonably agreed by the Company) such other assurances, certificates, documents, consents or opinions as shall have been paid by the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsCompany.
(c) No Default The Joint Bookrunners shall existhave received, or would result from the Credit Extensions or from Audited Financial Statements, the application of Unaudited Financial Statements and the proceeds therefromPro Forma Financial Statements.
(d) The Administrative Agent Acquisition shall have receivedbeen consummated, at least three (3) Business Days prior to or shall be consummated substantially concurrently with the Closing Date, all documentation in accordance with the terms of the Acquisition Agreement and other information about the Borrower required Acquisition Agreement shall not have been amended or waived in any material respect by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Company or any of its affiliates, includingnor shall the Company or any of its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without limitationthe consent of the Global Coordinators (such consent not to be unreasonably withheld, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)delayed or conditioned) (it being understood and agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Act”), reasonably requested Company Material Adverse Effect” contained in writing by the Administrative Agent Acquisition Agreement or (on behalf of the Initial Lendery) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative AgentSection 7.3(f) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Acquisition Agreement shall be deemed to have consented tobe materially adverse to the Lenders); provided that (a) any amendment, approved waiver or accepted or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be satisfied with, each document or other matter required thereunder materially adverse to the Lenders to the extent it is applied to reduce the amount of commitments in respect of the Closing Date Senior Unsecured Bridge Loans and the Initial Term Loans ratably and (b) any increase in purchase price for the Acquisition shall not be deemed to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior materially adverse to the proposed Lenders, to the extent such increase is not funded with any Indebtedness (other than Initial Term Loans, Closing Date specifying its objection theretoSenior Unsecured Bridge Loans, Closing Date Senior Unsecured Notes and/or Revolving Credit Loans (as defined in the Existing RCF Credit Agreement)).
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligations of this credit facility the Lenders to make Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, each dated as of the Closing Date;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with favor of each Lender requesting such Notes, each dated as of the requirementsClosing Date;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(viv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party and the Borrower General Partner is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all material respects (except that such qualificationmateriality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, except (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2010 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the extent aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter receipt of Sidley Austin audited financial statements of the MLP as of December 31, 2010, unaudited financial statements of the MLP as of June 30, 2011, and such other financial information as the Administrative Agent may reasonably request;
(vii) opinions from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to each Loan Party and the BorrowerGeneral Partner, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, counsel to each Loan Party and the General Partner, in each case, addressed to the Administrative Agent and each Lender, as to the Initial Lender matters concerning the Loan Parties and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requirerequest;
(viiviii) a certificate signed by a Responsible Officer evidence of the Borrower certifying(A) that the representations simultaneous closing and warranties effectiveness of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any)Multi-Year Credit Agreement; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger Required Lenders reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before due and payable at the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the The Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to to, or on, the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each signing Loan Party and each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments:
(i) executed counterparts of (A) this AgreementAgreement from each party hereto, (B) the Second Lien Intercreditor Agreement from each party thereto (other than the Administrative Agent) and (C) the corresponding principal Second Lien Loan Documents from each Loan Party party thereto;
(ii) the Security Agreement, duly executed by each party thereto, together with:
(A) certificates, if any, representing the Equity Interests in the Borrower and all other Pledged Interests referenced in the Security Agreement accompanied by undated stock powers executed in blank,
(B) copies of property financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of each of the Loan Parties created under the Security Agreement, covering the Collateral described in the Security Agreement, and
(C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a Request manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and copies of UCC-3 termination statements duly prepared for Credit Extension filing);
(iii) an Intellectual Property Security Agreement (in the form of Exhibit B to the Security Agreement), duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the requirements
(iii) [Reserved]Security Agreement;
(iv) such a certificate for each Loan Party certifying the Organizational Documents, good standing certificates in the jurisdiction of resolutions or other actionorganization (if , applicable), resolutions, and incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;certificates; and
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation an opinion of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin M▇▇▇▇▇▇▇ & Forester LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and the Initial Lender Lenders on the Closing Date, in form and covering such matters relating substance reasonably satisfactory to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may requireAgent.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; providedSince December 31, that any representation and warranty that is qualified as to “materiality,” “2017, no Material Adverse Effect” or similar language Effect shall be true and correct (after giving effect to any qualification therein) in all respectshave occurred.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Each Loan Party shall have receivedprovided the documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Lenders in connection with satisfactory compliance clearing, including, without limitation, in respect of applicable “know your customer” and anti-money-laundering rules and regulations and the PATRIOT Act, in each case at least three (3) Business Days prior to the Closing Date.
(d) The Administrative Agent shall have received insurance certificates with respect to the properties and business of Parent and its Subsidiaries, all documentation and other information about as set forth in Section 6.07.
(e) The Administrative Agent shall have received a Note executed by the Borrower required by regulatory authorities under applicable “know your customer” in favor of each Lender requesting a Note reasonably in advance of the Closing Date.
(f) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower (after giving effect to the consummation of the Transactions) substantially in the form attached hereto as Exhibit H.
(g) RBC Capital Markets shall have received (i) audited consolidated balance sheets and antirelated statements of income, changes in equity and cash flows of Parent and its Subsidiaries, in each case, for the three most recently completed fiscal years ended at least one hundred twenty (120) days prior to the Closing Date, (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Parent and its Subsidiaries, in each case, for each subsequent fiscal quarter ended at least forty-money laundering rules five (45) days prior to the Closing Date) and regulations(iii) an unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to the preceding subclause (i) or (ii), as applicable, and a pro forma statement of operations and Consolidated EBITDA for the twelve-month period ending on such balance sheet date, in each case adjusted to give effect to the Transactions, the other transactions related thereto and such other adjustments as are reflected in the financial model delivered to RBC Capital Markets prior to the Closing Date.
(h) All accrued costs, fees and expenses (including, without limitation, legal fees and expenses and the USA PATRIOT Act (Title III fees and expenses of Pub. L. 107-56 (signed into law October 26any other advisors) and other compensation due and payable to the Administrative Agent, 2001)) (the “Act”), reasonably requested in writing Arrangers and the Lenders and required by the Administrative Agent (Engagement Letter or the Fee Letter to be paid on behalf the Closing Date shall have been paid, in the case of expenses, to the Initial Lender) extent a reasonably detailed invoice has been delivered to the Borrower at least ten two (102) Business Days prior to the Closing Date; provided that the foregoing amounts may, at the Borrower’s option, be offset against the proceeds of the Facilities funded on the Closing Date.
(ei) Any fees required After giving effect to be paid on or before the Closing Date Refinancing and the other Transactions contemplated hereby, Parent, the Borrower and their respective Subsidiaries shall have been paidoutstanding no indebtedness or disqualified equity other than the loans and other extensions of credit under the Facilities and other indebtedness permitted by this Agreement and the other Loan Documents.
(fj) Unless waived by The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to compliance with the Borrower shall have paid all reasonable and documented Attorney Costs conditions set forth in clause (directly to such counsel if requested by the Administrative Agentb) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts this Section 4.01 and in clauses (a) and (b) of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent)Section 4.02. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender that has signed this Agreement as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as signing Loan Party, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):
(i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01):
(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement;, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,
(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements), and
(C) the Pledge Agreement, duly executed by the Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower and the Guarantors is a party or is to be a party;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that the Borrower each of them is validly existing, existing and in good standing and qualified standing, except, other than with respect to engage in business in each jurisdiction where its ownershipthe Borrower, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so be in good standing could not reasonably be expected to have a Material Adverse Effect;
(iv) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each case relating to the initial Credit Extension;
(v) a solvency certificate from a financial officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I;
(vi) a favorable an opinion letter of Sidley Austin Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireAgent;
(vii) a certificate signed by a Responsible Officer opinions of local counsel for the Borrower certifying(ALoan Parties listed on Schedule 4.01(a) that hereto, in form and substance reasonably satisfactory to the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any)Administrative Agent; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurancesopinions of FCC counsel for the Loan Parties, certificates, documents, consents or opinions as in form and substance reasonably satisfactory to the Administrative Agent or the Arranger reasonably may requireAgent.
(b) Each Since (x) December 31, 2012 through the date of the representations Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect and warranties (y) the date of the Borrower contained in Article V or any other Loan Document Purchase Agreement, there shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “not have occurred a Target Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Borrower and each Guarantor shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree).
(d) All actions necessary to establish that the Collateral Agent will have a perfected security interest (subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01.
(e) The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that are materially adverse to the Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any change in the purchase price in connection with the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders and the Arrangers; provided that (A) any reduction of the purchase price to the extent resulting in a lower cash funding by the Borrower shall be allocated to a reduction of the Term Facility, and (B) any increase in purchase price may be funded with the Borrower’s cash or the Net Cash Proceeds of any Permitted Equity Issuance.
(f) The Specified Purchase Agreement Representations shall be true and correct in all material respects.
(g) The Specified Representations shall be true and correct in all material respects.
(h) The Transaction Refinancings shall have been, or substantially contemporaneously with the initial borrowing hereunder, shall be consummated.
(i) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of the Facility).
(j) The Arrangers shall have received (a) audited consolidated balance sheets of the Borrower and related statements of operations, stockholders’ equity and cash flows of the Borrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date; provided (i) that the financial statements in respect of the Fiscal Years ended December 2010 and 2011 are not required to be audited and (ii) such audited financial statements may include a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of May 31, 2013), (b) unaudited combined balance sheets of the Target and related statements of operations, stockholders’ equity and cash flows of the Target for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date, plus (c) audited consolidated balance sheets of Local TV, LLC (“Local”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of Local for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such additional amounts financial statements referenced in this clause (c), the “Local TV Audited Financial Statements”), (d) audited consolidated balance sheets of Attorney Costs as FoxCo Acquisition, LLC (“FoxCo”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of FoxCo for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (d), the “FoxCo Audited Financial Statements”), (e) unaudited consolidated balance sheets and related statements of operations and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Tribune Quarterly Financial Statements”) and (f) unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Target, Local and FoxCo for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clauses (b), (c) and (d) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter).
(k) The Arrangers shall constitute have received a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its reasonable estimate Subsidiaries (based on the financial statements of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative AgentTarget referred to in clause (j) above) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 120 days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Lender that has signed this Agreement Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Tribune Media Co)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to the satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals facsimiles or telecopies (followed promptly by originals) other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of clause (a)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date;
(ii) a Request for Credit Extension Note executed by the Borrower in accordance with favor of each Lender that has requested a Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”);
(iv) (A) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower is a partyand each Guarantor;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedan opinion from Bass, and that the Borrower is validly existing▇▇▇▇▇ & ▇▇▇▇ PLC, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) certifying that the representations conditions set forth in clauses (d), (e), (f) and warranties (h) below are satisfied;
(vii a certificate attesting to the Solvency of the Borrower contained in Sections 5.01(a)and its Subsidiaries, 5.01(b)(ii)on a consolidated basis, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall existthe Transactions, or would result from the Credit Extensions chief financial officer or from the application other officer with equivalent duties of the proceeds therefrom.
(d) The Administrative Agent shall have receivedBorrower, at least three (3) Business Days prior to in substantially the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III form of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.Exhibit M;
Appears in 1 contract
Sources: Credit Agreement (Holley Inc.)
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, and upon the substantially contemporaneous satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer an authorized officer or other authorized signatory of the Borrower (as applicable), each signing Loan Party and each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) ), each in form and substance reasonably satisfactory to the Lenders, and each accompanied by their respective required schedules and other attachments:
(i) executed counterparts of (w) this Agreement, (x) the Fee Letters and (y) the Security Agreement;
(ii) executed counterparts of (w) the Guaranty, (x) the Intercompany Subordination Agreement and (y) the Intellectual Property Security Agreement;
(iii) a certificate for each Loan Party certifying the organizational documents, good standing certificate in the jurisdiction of organization (if applicable), resolutions, and incumbency certificate;
(iv) [reserved]; and
(v) opinions of (x) Milbank LLP, New York counsel to the Loan Parties, (y) ▇▇▇▇ & ▇▇▇▇▇▇ LLP, Florida counsel to the Loan Parties and (z) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇ LLP with respect to the Investment Company Act of 1940, in each case, addressed to the Administrative Agent and the Lenders on the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent: hereof;
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects[reserved].
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Each Loan Party shall have received, provided the documentation and other information reasonably requested in writing at least three (3) Business Days five days prior to the Closing DateDate by the Lenders in connection with satisfactory compliance clearing, all documentation and other information about the Borrower required by regulatory authorities under including in respect of applicable “know your customer” and anti-money money-laundering rules and regulationsregulations and the PATRIOT Act, including, without limitation, in each case at least three Business Days prior to the USA PATRIOT Act Closing Date.
(Title III of Pub. L. 107-56 d) [reserved].
(signed into law October 26, 2001)e) (the “Act”), reasonably requested in writing Each Lender requesting a Note shall have received a Note executed by the Administrative Agent (on behalf Borrower in favor of such Lender to the Initial Lender) extent requested at least ten five (105) Business Days prior to the Closing Date.
(ef) Any The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower (after giving effect to the consummation of the Transactions) substantially in the form attached hereto as Exhibit H.
(g) All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agent and the Lenders and required by the Fee Letters to be paid on or before the Closing Date shall have been paid; provided that the foregoing amounts may, at the Borrower’s option, be offset against the proceeds of the Facilities funded on the Closing Date.
(fh) Unless waived by the [Reserved].
(i) [Reserved].
(j) [Reserved].
(k) [Reserved].
(l) The Administrative Agent, the Borrower Agent shall have paid all reasonable received the Initial Financial Statements in form and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent substance reasonably satisfactory to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent)Required Lenders. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Lender that has signed this Agreement Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and Borrower shall have received written notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Abacus Life, Inc.)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or, subject to the terms of the ABL Intercreditor Agreement or its counselthe Term Intercreditor Agreement, as applicable, the ABL Administrative Agent’s or the Administrative Agent’s (as defined in the First Lien Credit Agreement)) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of (a)(i)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank;
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and
(C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Security Agreement or that the Administrative Agent deems necessary or appropriate;
(iv) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedan opinion from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure Loan Parties and (ii) Cozen ▇’▇▇▇▇▇▇, Pennsylvania counsel to do so could not reasonably be expected to have a Material Adverse Effect;the Loan Parties; and
(vi) a favorable opinion letter of Sidley Austin LLP, counsel certificate attesting to the BorrowerSolvency of the Parents, addressed to the Administrative Agent Borrower and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
Restricted Subsidiaries (viion a Consolidated basis) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransaction, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such from the Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may requireofficer with equivalent duties.
(b) Each of All fees and expenses required to be paid hereunder or pursuant to the representations Agent Fee Letter and warranties of Engagement Letter, to the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date.
(c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(d) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.
(e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived The Term Intercreditor Agreement and the ABL Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto.
(g) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) on behalf of the Administrative Agent Secured Parties, as an additional insured or loss payee, as the case may be, under all casualty insurance policies maintained with respect to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower assets and the Administrative Agent). Without limiting the generality properties of the provisions of the last paragraph of Section 9.03, for Loan Parties that constitutes Collateral. For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Sources: Second Lien Term Loan Credit Agreement (Utz Quality Foods, LLC)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (which may be delivered via email) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of (a)(i)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(ii) a Request for Credit Extension Note executed by the Borrowers in accordance with favor of each Lender that has requested a Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent;
(iv) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents legal opinions, in customary form, from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as New York and certifications Delaware counsel to the Loan Parties, (ii) Greenbaum, Rowe, ▇▇▇▇▇ & ▇▇▇▇▇ LLP, as special New Jersey counsel to the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedLoan Parties, and that the Borrower is validly existing(iii) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in good standing as special Virginia and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except North Carolina counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) Parent certifying that the representations and warranties conditions set forth in clause (f) below is satisfied;
(vii) a certificate attesting to the Solvency of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(aParent and its Subsidiaries (on a consolidated basis) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransactions, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such from Parent’s chief financial officer or other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may requireofficer with equivalent duties.
(b) Each of The Parent shall have paid all fees and other amounts due and payable to the representations Lead Arrangers and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have receivedin connection with this Agreement, including reimbursement or payment of reasonable and documented costs and expenses actually incurred by the Lead Arranger or Administrative Agent in connection with this Agreement, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date.
(c) The Lead Arrangers shall have received Audited Parent Financial Statements.
(d) Prior to or substantially simultaneously with the occurrence of the closing on the Closing Date, the Refinancing shall have occurred.
(e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26and, 2001)) (to the “Act”)extent required by 31 C.F.R. § 1010.230, reasonably requested in writing by the Administrative Agent (on behalf a certification of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paidBorrowers regarding beneficial ownership.
(f) Unless waived by Since December 31, 2020, no events have occurred or circumstances have arisen that, individually or in the Administrative Agentaggregate, the Borrower shall have paid all reasonable and documented Attorney Costs (directly had or reasonably would be expected to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Datehave, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent)Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Conditions to Closing Date. The effectiveness occurrence of this credit facility the Closing Date hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the Guaranty, the Security Agreement, the Account Control Agreements relating to the Specified Accounts and the Fee Letter, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Request for Credit Extension Note executed by the Borrower in accordance with the requirementsfavor of each Lender requesting a Note;
(iii) [Reserved]completed and duly executed perfection certificates from each Loan Party;
(iv) completed requests for information, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements;
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party;
(vvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower and the other Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vivii) a favorable opinion letter of Sidley Austin LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Initial Lender Loan Parties and covering such matters relating to the Loan Documents as the Administrative Agent Required Lenders may reasonably requirerequest;
(viiviii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(ix) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained conditions specified in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.03(a) and (cb) and 5.04 are true and correct on and as of the Closing Date have been satisfied, and (B) that there has been no event or circumstance since the current Debt Ratings (if any); and 44 Cboe Global Marketsdate of the Audited Financial Statements that has had or could be reasonably expected to have, Inc. - Credit Agreement(Term Loan Credit Facility)either individually or in the aggregate, a Material Adverse Effect;
(viiix) a business plan and pro forma forecast of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the 2010, 2011 and 2012 fiscal years of the Borrower and its Subsidiaries;
(xi) certificate of the Borrower attesting to its Solvency and the Solvency of the Loan Parties taken as a whole, in each case, both before and after giving effect to the transactions contemplated by the Loan Documents, from its chief financial officer or controller;
(xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and
(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger any Lender reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and documented Attorney Costs disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to or on the Closing Date, plus such additional amounts of Attorney Costs such fees, charges and disbursements as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent).
(d) The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 10.01):
(a) The Unless waived by all the Lenders (or by the Administrative Agent), the Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower Company (as where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement, signed on behalf of each party hereto or written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement;
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such certificates certified copies of resolutions or other actionaction of the Board of Directors of each Borrower, incumbency certificates and/or other certificates of Responsible Officers the Secretary or Assistant Secretary of each Borrower establishing the Borrower as identities of and verifying the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party;
(viii) such documents and certifications as the Administrative Agent may reasonably require to evidence verifying that the each Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationincorporation;
(iv) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, except to (B) that there has been no event or circumstance since the extent that failure to do so date of the Audited Financial Statements which has had or could not reasonably be expected to have a Material Adverse Effect; and (C) the current Senior Debt Ratings;
(viv) a favorable an opinion letter of Sidley Austin LLP, counsel to the BorrowerBorrowers, addressed to the Administrative Agent and each of the Initial Lender Lenders, and covering such matters relating to the Borrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request;
(vi) evidence that (A) the Company has delivered notice of its termination of commitments under the Existing Credit Agreement to the administrative agent three Business Days prior to the Closing Date, (B) that all amounts outstanding under the Existing Credit Agreement have been paid (including, without limitation, principal, interest and fees), provided that all such amounts may reasonably requirebe repaid substantially simultaneously with Loan(s) advanced under this Agreement, and (C) that the “commitments” of the lenders under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct duly executed Request for Credit Extension for any Credit Extension to be made on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)Date;
(viii) such other assurancesa duly executed funds disbursement agreement, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.if applicable;
(bix) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinA) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days five days prior to the Closing Date, all documentation and other information about regarding the Borrower required by regulatory authorities under Company requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the Patriot Act, without limitation, to the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably extent requested in writing by the Administrative Agent (on behalf of the Initial Lender) Company at least ten 10 days prior to the Closing Date and (10B) Business Days to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ix) shall be deemed to be satisfied);
(x) evidence reasonably satisfactory to the Administrative Agent that arrangements have been made by the Company or its counsel for the payment of the Florida documentary stamp tax in respect of each promissory note provided to a requesting Lender pursuant to Section 2.10(c) on or about the Closing Date; and
(xi) such other certificates, documents or consents as the Administrative Agent reasonably requires.
(eb) Any fees required to be paid on or before the Closing Date in connection herewith shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three one Business Days Day prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its the Administrative Agent’s reasonable estimate estimates of such Attorney Costs incurred or to be incurred by it each of them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.034.01, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligations of this credit facility the Lenders to make Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, each dated as of the Closing Date;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with favor of each Lender requesting such Notes, each dated as of the requirementsClosing Date;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(viv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party and the Borrower General Partner is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all material respects (except that such qualificationmateriality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, except (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2012 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the extent aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(b) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(b) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter receipt of Sidley Austin audited financial statements of the MLP as of December 31, 2012, unaudited financial statements of the MLP as of June 30, 2013, and such other financial information as the Administrative Agent may reasonably request;
(vii) opinions from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to each Loan Party and the BorrowerGeneral Partner, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, counsel to each Loan Party and the General Partner, in each case, addressed to the Administrative Agent and each Lender, as to the Initial Lender matters concerning the Loan Parties and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requirerequest;
(viiviii) a certificate signed by a Responsible Officer evidence of termination of the Borrower certifying(A) that the representations Commitments as defined in Existing Credit Agreement and warranties repayment or refinancing of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of all loans thereunder simultaneously with the Closing Date and (B) the current Debt Ratings (if any)Date; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger Required Lenders reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before due and payable at the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the The Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to to, or on, the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as signing Loan Party, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):
(i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01):
(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement;, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,
(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements), and
(C) the Pledge Agreement, duly executed by the Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower and the Guarantors is a party or is to be a party;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that the Borrower each of them is validly existing, existing and in good standing and qualified standing, except, other than with respect to engage in business in each jurisdiction where its ownershipthe Borrower, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so be in good standing could not reasonably be expected to have a Material Adverse Effect;
(iv) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each case relating to the initial Credit Extension;
(v) a solvency certificate from a financial officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I;
(vi) a favorable an opinion letter of Sidley Austin Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireAgent;
(vii) a certificate signed by a Responsible Officer opinions of local counsel for the Borrower certifying(ALoan Parties listed on Schedule 4.01(a) that hereto, in form and substance reasonably satisfactory to the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any)Administrative Agent; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurancesopinions of FCC counsel for the Loan Parties, certificates, documents, consents or opinions as in form and substance reasonably satisfactory to the Administrative Agent or the Arranger reasonably may requireAgent.
(b) Each Since (x) December 31, 2012 through the date of the representations Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect and warranties (y) the date of the Borrower contained in Article V or any other Loan Document Purchase Agreement, there shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “not have occurred a Target Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Borrower and each Guarantor shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree).
(d) All actions necessary to establish that the Collateral Agent will have a perfected security interest (subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01.
(e) The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that are materially adverse to the Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any change in the purchase price in connection with the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders and the Arrangers; provided that (A) any reduction of the purchase price to the extent resulting in a lower cash funding by the Borrower shall be allocated to a reduction of the Term Facility, and (B) any increase in purchase price may be funded with the Borrower’s cash or the Net Cash Proceeds of any Permitted Equity Issuance.
(f) The Specified Purchase Agreement Representations shall be true and correct in all material respects.
(g) The Specified Representations shall be true and correct in all material respects.
(h) The Transaction Refinancings shall have been, or substantially contemporaneously with the initial borrowing hereunder, shall be consummated.
(i) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of the Facility).
(j) The Arrangers shall have received (a) audited consolidated balance sheets of the Borrower and related statements of operations, stockholders’ equity and cash flows of the Borrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date; provided (i) that the financial statements in respect of the Fiscal Years ended December 2010 and 2011 are not required to be audited and (ii) such audited financial statements may include a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of May 31, 2013), (b) unaudited combined balance sheets of the Target and related statements of operations, stockholders’ equity and cash flows of the Target for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date, plus (c) audited consolidated balance sheets of Local TV, LLC (“Local”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of Local for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such additional amounts financial statements referenced in this clause (c), the “Local TV Audited Financial Statements”), (d) audited consolidated balance sheets of Attorney Costs as FoxCo Acquisition, LLC (“FoxCo”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of FoxCo for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (d), the “FoxCo Audited Financial Statements”), (e) unaudited consolidated balance sheets and related statements of operations and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Tribune Quarterly Financial Statements”) and (f) unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Target, Local and FoxCo for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clauses (b), (c) and (d) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter).
(k) The Arrangers shall constitute have received a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its reasonable estimate Subsidiaries (based on the financial statements of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative AgentTarget referred to in clause (j) above) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 120 days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Lender that has signed this Agreement Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.. Notwithstanding anything herein to the contrary, it is understood that, other than with respect to any UCC Filing Collateral (as defined below) or the pledge and perfection of the security interest in the Stock Certificates, to the extent any Lien on any Collateral is not or cannot be provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered after the Closing Date in accordance with Sections 6.14 and 6.16; provided that the Borrower shall have delivered all Stock Certificates to the Administrative Agent on or prior to the Closing Date, but with respect to the Target and its Subsidiaries only to the extent received from the Sellers after the Borrower’s use of commercially reasonable efforts to obtain them on the Closing Date. For purposes of this paragraph, “UCC Filing
Appears in 1 contract
Sources: Credit Agreement (Chicagoland Television News, LLC)
Conditions to Closing Date. The effectiveness of this credit facility Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Company and the Administrative Agent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the Borrower (signing Loan Party, as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(iii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement;
(iiiii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the Collateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a Request lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for Credit Extension purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with the requirements
(iii) [Reserved]with, and as required by, Section 6.11;
(iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited LEGAL02/43062751v1 partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower HGVI or such Loan Party is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require party or is to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct party on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.;
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make the Initial Term Loans is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents):
(A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of such certificates perfects a security interest therein) of each direct Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the making of the Initial Term Loans to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (which shall be no earlier than 60 days after the Closing Date);
(v) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (1) copies of Organization Documents of the Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(v) such documents and certifications as party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date;
(vi) a favorable an opinion letter of Sidley Austin ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireParties;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying that (A) since March 12, 2021, there shall not have occurred and be continuing, any change, event, occurrence, state of facts or development that the representations and warranties of the Borrower contained in Sections 5.01(a)has had, 5.01(b)(ii)or would reasonably be expected to have, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date a Company Material Adverse Effect and (B) the current Debt Ratings condition set forth in clause (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)c)(ii) below is satisfied;
(viii) such a certificate substantially in the form of Exhibit K attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as officer with equivalent duties; and
(ix) a Committed Loan Notice relating to the Administrative Agent or Credit Extension to be made on the Arranger reasonably may requireClosing Date.
(b) Each All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed to by the Borrower), in each case, shall have been paid in full in cash or will be paid on the Closing Date.
(c) Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the representations and warranties Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Borrower contained Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any modification, amendment, supplement, consent, waiver or request that results in Article V (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any other Loan Document increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent ).
(d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.
(f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(dg) The Administrative Agent shall have received, received at least three (3) Business Days prior to the Closing Date, Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III Act. For purposes of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before determining whether the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agenthas occurred, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the Lender case may be, unless such ▇▇▇▇▇▇ has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to the satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(ab) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals facsimiles or telecopies (followed promptly by originals) other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of clause (a)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date;
(ii) a Request for Credit Extension Note executed by the Borrower in accordance with favor of each Lender that has requested a Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(i) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(ii) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”);
(iv) (A) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower is a partyand each Guarantor;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedan opinion from Bass, and that the Borrower is validly existing▇▇▇▇▇ & ▇▇▇▇ PLC, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) certifying that the representations conditions set forth in clauses (d), (e), (f) and warranties (h) below are satisfied;
(vii) a certificate attesting to the Solvency of the Borrower contained in Sections 5.01(a)and its Subsidiaries, 5.01(b)(ii)on a consolidated basis, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransactions, Inc. - Credit Agreement(Term Loan Credit Facility)from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;
(viii) such other assurances, certificates, documents, consents or opinions as a Request for Credit Extension relating to each Credit Extension to be made on the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and
(ix) certificates of insurance evidencing the existence of insurance to be maintained by the Borrower and warranty that is qualified as its Restricted Subsidiaries pursuant to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsSection 6.06.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have receivedAll fees and expenses required to be paid hereunder or pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date as previously agreed in writing, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested Date shall have been paid in writing by the Administrative Agent (full in cash or will be paid on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(ef) Any fees required to be paid on or before the Closing Date The Lead Arrangers shall have been paidreceived (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(fg) Unless waived by (h) Prior to or substantially simultaneously with the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to initial funding on the Closing Date, plus such additional amounts the Refinancing shall have been consummated.
(i) (j) At the time of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through and immediately after giving effect to the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality Borrowing of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance Initial Term Loans (together with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or Revolving Credit Loans and Delayed Draw Term Loans to be satisfied withborrowed on the Closing Date, each document if any), no Default or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Event of Default shall have received notice from the Lender prior to the proposed Closing Date specifying its objection theretooccurred and be continuing.
Appears in 1 contract
Sources: Credit Agreement (Holley Inc.)
Conditions to Closing Date. The effectiveness of this credit facility is Agreement and the obligations of each Lender hereunder are subject to satisfaction (or waiver waiver) of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent:
(a1) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals originals, facsimiles or telecopies copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party:
(as applicable), a) a Committed Loan Notice and a Note executed by the Borrowers in favor of each dated Lender that has requested a Note prior to the Closing Date;
(b) executed counterparts of this Agreement and the Guaranty;
(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (orsubject to Section 6.13(2)):
(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrowers and the Loan Parties’ Domestic Subsidiaries accompanied by undated stock powers executed in blank;
(ii) evidence that all UCC-1 financing statements in the case jurisdiction of certificates organization of governmental officialseach Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a recent date before the Closing Date) and each in form and substance manner reasonably satisfactory to the Administrative Agent: hereof;
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension in accordance with the requirementsAgent shall have been made; and
(iii) [Reserved]evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each insurance policy with respect to which the Administrative Agent shall have requested to be so named;
(ivd) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Borrower as the Administrative Agent may reasonably require Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vie) a favorable customary legal opinion letter of Sidley Austin from (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and the Initial Lender and covering such matters relating (ii) each local counsel to the Loan Documents as Parties listed on Schedule 4.01(1)(e) in the Administrative Agent may reasonably requirejurisdictions indicated on such schedule;
(viif) a certificate signed by of a Responsible Officer of the Borrower certifying(A) Holdings certifying that the representations and warranties each of the Borrower contained conditions set forth in Sections 5.01(a4.01(5), 5.01(b)(ii), 5.02(a4.02(1) and 4.02
(c2) and 5.04 are true and correct on and has been satisfied as of the Closing Date and (B) the current Debt Ratings (if any)such date; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.and
Appears in 1 contract
Sources: Credit Agreement (Chobani Inc.)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of (a)(i)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: hereof;
(i) executed counterparts of this Agreement;
Agreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto; (ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirements
Closing Date; (iii) [Reserved];
each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Security Agreement or that the Administrative Agent deems necessary or appropriate; (iv) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.-95- #95982248v17
(b) Each of All fees and expenses required to be paid hereunder or pursuant to the representations Agent Fee Letter and warranties of Engagement Letter, to the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, extent invoiced at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested Date shall have been paid in writing by the Administrative Agent (full in cash or will be paid on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(ec) Any fees required to be paid on or before the Closing Date The Lead Arrangers shall have been paidreceived (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(fd) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly Prior to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to or substantially simultaneously with the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Refinancing shall have received notice from the Lender prior to the proposed Closing Date specifying its objection theretobeen consummated.
Appears in 1 contract
Sources: Credit Agreement (Utz Brands, Inc.)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make the Initial Term Loans is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents):
(A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of such certificates perfects a security interest therein) of each direct Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the making of the Initial Term Loans to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (which shall be no earlier than 60 days after the Closing Date);
(v) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (1) copies of Organization Documents of the Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(v) such documents and certifications as party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date;
(vi) a favorable an opinion letter of Sidley Austin Akerman LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireParties;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying that (A) since March 12, 2021, there shall not have occurred and be continuing, any change, event, occurrence, state of facts or development that the representations and warranties of the Borrower contained in Sections 5.01(a)has had, 5.01(b)(ii)or would reasonably be expected to have, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date a Company Material Adverse Effect and (B) the current Debt Ratings condition set forth in clause (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)c)(ii) below is satisfied;
(viii) such a certificate substantially in the form of Exhibit K attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as officer with equivalent duties; and
(ix) a Committed Loan Notice relating to the Administrative Agent or Credit Extension to be made on the Arranger reasonably may requireClosing Date.
(b) Each All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed to by the Borrower), in each case, shall have been paid in full in cash or will be paid on the Closing Date.
(c) Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the representations and warranties Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Borrower contained Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any modification, amendment, supplement, consent, waiver or request that results in Article V (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any other Loan Document increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent).
(d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.
(f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(dg) The Administrative Agent shall have received, received at least three (3) Business Days prior to the Closing Date, Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III Act. For purposes of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before determining whether the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agenthas occurred, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of (a)(i)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank;
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and
(C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Security Agreement or that the Administrative Agent deems necessary or appropriate;
(iv) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedan opinion from (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure Loan Parties and (ii) Cozen O’▇▇▇▇▇▇, Pennsylvania counsel to do so could not reasonably be expected to have a Material Adverse Effect;the Loan Parties; and
(vi) a favorable opinion letter of Sidley Austin LLP, counsel certificate attesting to the BorrowerSolvency of the Parents, addressed to the Administrative Agent Borrower and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
Restricted Subsidiaries (viion a Consolidated basis) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransaction, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such from the Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may requireofficer with equivalent duties.
(b) Each of All fees and expenses required to be paid hereunder or pursuant to the representations Agent Fee Letter and warranties of Engagement Letter, to the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date.
(c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(d) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.
(e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived The Term Intercreditor Agreement and the ABL Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto.
(g) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) on behalf of the Administrative Agent Secured Parties, as an additional insured or loss payee, as the case may be, under all casualty insurance policies maintained with respect to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower assets and the Administrative Agent). Without limiting the generality properties of the provisions of the last paragraph of Section 9.03, for Loan Parties that constitutes Collateral. For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Sources: Credit Agreement (Utz Brands, Inc.)
Conditions to Closing Date. The obligations of the Lenders to make Loans on the Closing Date and the effectiveness of this credit facility is the Commitments hereunder are subject to satisfaction or waiver of the following conditions precedentconditions:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement from each of the parties listed on the signature pages hereto;
(ii) a Request for Credit Extension in accordance with executed counterparts of the requirementsGuaranty from each of the parties listed on the signature pages hereto and thereto;
(iii) [Reserved]a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date;
(iv) each Collateral Document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such certificates schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents);
A. certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank;
B. evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and
C. evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;
(v) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(v) such documents and certifications as party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date;
(vi) a favorable an opinion letter from each of Sidley Austin (A) ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel to the BorrowerLoan Parties, addressed (B) K&L Gates LLP, special North Carolina counsel to Parent and (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireAgent;
(vii) a certificate signed by of a Responsible Officer of Parent certifying as to the Borrower certifying(A) that the representations and warranties of the Borrower contained matters set forth in Sections 5.01(a4.01(f), 5.01(b)(ii), 5.02(a4.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if anyb); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility);
(viii) such a certificate attesting to the Solvency of the Group on the Closing Date after giving effect to the Transaction, from the Parent’s chief financial officer or other assurancesofficer with equivalent duties;
(ix) a Committed Loan Notice or Letter of Credit Application, certificatesas applicable, documentsrelating to any Credit Extension being made on the Closing Date; and
(x) if available in the relevant jurisdiction, consents good standing certificates or opinions certificates of status, as the Administrative Agent applicable and bring down telegrams or the Arranger reasonably may requirefacsimiles, for each Loan Party.
(b) Each All fees and expenses required to be paid hereunder or pursuant to the Fee Letters, in the case of expenses, to the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the proceeds of the Credit Extensions made to the Borrowers on the Closing Date.
(c) The Lead Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements, (iii) annual projections in a form reasonably satisfactory to the Lead Arrangers and (iv) a copy of the Offering Memorandum.
(d) Prior to or substantially simultaneously with the making of the Credit Extensions to the Borrowers on the Closing Date, (i) the Refinancing shall have been consummated and (ii) the Senior Notes shall have been issued and, in each case, the Administrative Agent shall have received satisfactory evidence thereof.
(e) The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative AgentThat, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Datesince December 31, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate 2015, there shall not thereafter preclude have occurred any event, condition or circumstance that has had, or could reasonably be expected to have, a final settling Material Adverse Effect on the business, assets, results of accounts among operations or financial condition of Parent and its subsidiaries or on the Borrower and the Administrative Agent)business to be conducted by them. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed making of the Credit Extensions on the Closing Date specifying its objection theretoDate.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver This Agreement shall not become effective until the date on which all of the following conditions precedent:have been satisfied (or waived in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with the requirementsfavor of each Lender requesting Notes, each of which shall be originals or telecopies (followed promptly by originals);
(iii) [Reserved];
(iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(viv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization;
(viv) a favorable customary opinion letter of Sidley Austin Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireeach Lender;
(vi) [Reserved];
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained conditions specified in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.02(c) and (cd) and 5.04 are true and correct on and as of the Closing Date have been satisfied, and (B) that there has been no event or circumstance since the current Debt Ratings (if any)date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act (Title III Patriot Act, to the extent requested of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested Borrower in writing by the Administrative Agent not fewer than five (on behalf of the Initial Lender) at least ten (105) Business Days prior to the Closing Date.
(eb) Any fees required to be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent payable hereunder and invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs such fees, charges and disbursements as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as signing Loan Party, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrowers and their Subsidiaries, giving effect to the Transactions):
(i) executed counterparts of (A) this Agreement from each Borrower, (B) the Guaranty from each Guarantor, (C) the Security Agreement from each Borrower and each other Guarantor and (D) the ABL/Term Loan Intercreditor Agreement acknowledged by each Borrower and each other Guarantor; together with (subject to the last paragraph of this Section 4.01):
(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrowers and the other Guarantors created under the Security Agreement and the Pledge Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement;), covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,
(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of releases under the guaranty agreement, pledge agreement and security agreement, in each case with respect to the Tribune Credit Agreement, customary lien searches and UCC-3 termination statements), and
(C) the Pledge Agreement, duly executed by the Borrowers and the other Guarantors party thereto, while the Term Loan Agent shall have received (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the each Borrower and each other Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower Borrowers and the other Guarantors is a party or is to be a party;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the each Borrower and each other Guarantor is duly organized or formed, and that the Borrower each of them is validly existing, existing and in good standing and qualified standing, except, other than with respect to engage in business in each jurisdiction where its ownershipthe Borrowers, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so be in good standing could not reasonably be expected to have a Material Adverse Effect;
(iv) a Committed Loan Notice and a Letter of Credit Application in each case relating to the initial Credit Extension if and as applicable;
(v) a solvency certificate from a Responsible Officer of the Company (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I;
(vi) a favorable an opinion letter of Sidley Austin Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;Agent; and
(vii) a certificate signed by a Responsible Officer opinions of local counsel for the Borrower certifying(ALoan Parties listed on Schedule 4.01(a) that the representations hereto, in form and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as substance reasonably satisfactory to the Administrative Agent or the Arranger reasonably may requireAgent.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects[Reserved].
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Each Borrower and each other Guarantor shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing Date, plus Date (or such additional amounts of Attorney Costs shorter period as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative AgentAgent shall otherwise agree). Without limiting .
(d) All actions necessary to establish that the generality Collateral Agent will have a perfected security interest (to the extent contemplated in the Collateral Documents and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement, and subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the provisions of Closing Date pursuant to the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01.
(e) The Separation and Distribution shall have been consummated, or substantially simultaneously with the Lender that has signed this Agreement initial effectiveness of the Commitments shall be deemed to have consented toconsummated, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless in all material respects in accordance with the Administrative Agent shall have received notice from terms of the Lender prior to the proposed Closing Date specifying its objection theretoSeparation and Distribution Agreement.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is L/C Issuer’s Commitment hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt L/C Issuer shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as Company, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;L/C Issuer, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Company and, if applicable, its Subsidiaries):
(i) executed counterparts of (A) this Agreement;Agreement from the Company and (B) the Collateral Account Agreement from the Company; together with copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the L/C Issuer may deem reasonably necessary in order to perfect and protect or evidence the Liens on assets of the Company created under the Collateral Account Agreement (to the extent and with the priority contemplated herein and therein), covering the Collateral,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Credit Documents and the transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Company as the Administrative Agent L/C Issuer may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyCredit Documents;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent L/C Issuer may reasonably require to evidence that the Borrower Company is duly organized or formed, and that the Borrower is validly existingexisting and in good standing;
(iv) a solvency certificate from a financial officer of the Company (after giving effect to the Transactions), substantially in the form attached hereto as Exhibit C;
(v) an opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, addressed to the L/C Issuer, in good standing form and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except substance reasonably satisfactory to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectL/C Issuer;
(vi) a favorable an opinion letter of Sidley Austin ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger LLP, Delaware counsel to the BorrowerCompany, addressed to the Administrative Agent L/C Issuer, in form and the Initial Lender and covering such matters relating substance reasonably satisfactory to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any)L/C Issuer; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.and
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Company shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower L/C Issuer that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing DateDate (or such shorter period as the L/C Issuer shall otherwise agree).
(c) All actions necessary to establish that the L/C Issuer will have a perfected (i) first priority security interest subject to no Liens (other than Permitted Liens) in the Collateral Account, plus such additional amounts of Attorney Costs as any other Deposit Account or Securities Account and all cash, Cash Equivalents and other Securities on deposit therein shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings have been taken and (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality ii) first priority security interest subject to no Liens (other than Customary Permitted Liens) in all of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement other Collateral shall be deemed to have consented to, approved or accepted or been taken.
(d) All fees required to be satisfied withpaid on the Closing Date and reasonable out-of-pocket expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, each document or other matter required thereunder in the case of expenses, to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender extent invoiced in reasonable detail at least three Business Days prior to the proposed Closing Date specifying its objection thereto(or such later date as the Company may reasonably agree) shall have been paid.
Appears in 1 contract
Sources: Continuing Agreement for Standby Letters of Credit (Tribune Publishing Co)
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (which may be delivered via email) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of (a)(i)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(ii) a Request for Credit Extension Note executed by the Borrowers in accordance with favor of each Lender that has requested a Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents or, in the case of clause (A) below, the Closing Date Intercreditor Agreement);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent;
(iv) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents legal opinions, in customary form, from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as New York and certifications Delaware counsel to the Loan Parties, (ii) Greenbaum, Rowe, ▇▇▇▇▇ & ▇▇▇▇▇ LLP, as special New Jersey counsel to the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedLoan Parties, and that the Borrower is validly existing(iii) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in good standing as special Virginia and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except North Carolina counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Parent Borrower certifying(A) certifying that the representations and warranties conditions set forth in clause (h) below is satisfied; and
(vii) a certificate attesting to the Solvency of the Parent Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(aand its Subsidiaries (on a consolidated basis) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransactions, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such from Parent Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may requireofficer with equivalent duties.
(b) Each of The Parent Borrower shall have paid all fees and other amounts due and payable to the representations Lead Arrangers and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have receivedin connection with this Agreement, including reimbursement or payment of reasonable and documented costs and expenses actually incurred by the Lead Arranger or Administrative Agent in connection with this Agreement, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date.
(c) The Closing Date Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto.
(d) The Lead Arrangers shall have received Audited Parent Borrower Financial Statements and the Unaudited Parent Borrower Financial Statements.
(e) Prior to or substantially simultaneously with the initial Borrowing hereunder on the Closing Date, the Refinancing shall have occurred.
(f) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding without limitation the PATRIOT Act and, to the extent required by the Beneficial Ownership Regulation, a Beneficial Ownership Certification.
(g) Prior to or substantially concurrently with the initial Borrowing hereunder, the Merger shall be consummated, in all material respects in accordance with the terms of the Merger Agreement as in effect on January 7, 2022, without limitationgiving effect to any amendments, consents or waivers that are materially adverse to the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26Lenders or the Lead Arrangers, 2001)) (without the “Act”), reasonably requested in writing by the Administrative Agent (on behalf prior consent of the Initial Lender) at least ten Lead Arrangers (10such consent not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arrangers shall be deemed to have consented to such amendment, consent or waiver unless they shall object thereto within three (3) Business Days prior after written notice of such amendment, consent or waiver) (it being understood that (a) any increase in the purchase price of, or consideration for, the Merger is not materially adverse to the Closing Dateinterests of the Lenders or the Lead Arrangers to the extent any such increase is pursuant to a working capital or other purchase price adjustment or not funded by additional indebtedness (other than permitted Revolving Credit Loans), (b) any reduction of 10% or less of the purchase price of, or consideration for, the Merger is deemed to be not materially adverse to the interests of the Lenders and the Lead Arrangers, (c) any reduction of more than 10% of the purchase price of, consideration for, the Merger is deemed to be not materially adverse to the interests of the Lenders and the Lead Arrangers so long as any such reduction above 10% of the purchase price of, or consideration for, the Merger is pursuant to a working capital or other purchase price adjustment or reduces dollar-for-dollar the commitments under the Term Facility and (d) any amendment to the definition of “Material Adverse Effect” is materially adverse to the interests of the Lenders and the Lead Arrangers).
(eh) Any fees required to (i) The Specified Merger Agreement Representations shall be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid true and correct in all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent material respects to the extent invoiced at least three Business Days prior to required by the terms of the definitions thereof and (ii) the Specified Representations shall be true and correct in all material respects on the Closing Date, plus in each case, and unless such additional amounts of Attorney Costs representations relate to an earlier date, in which case, such representations shall have been true and correct in all material respects as shall constitute its reasonable estimate of such Attorney Costs incurred by it through earlier date.
(i) Since the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality date of the provisions of Merger Agreement there shall have been no effect, change, event, fact, circumstance or occurrence that, individually or in the last paragraph of Section 9.03aggregate, for has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement as in effect on January 7, 2022) and is continuing on the Closing Date. For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Conditions to Closing Date. The effectiveness occurrence of this credit facility the Closing Date is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals originals, electronic copies or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)Borrower, each dated on or about the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Request for Credit Extension Revolving Loan Note executed by the Borrower in accordance with the requirementsfavor of each Lender requesting a Revolving Loan Note;
(iii) [Reserved]the Swing Line Note executed by the Borrower, if requested by the Swing Line Lender;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as of or about the Closing Date as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower as of or about the Closing Date is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease state of incorporation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization and/or domicile;
(vi) a favorable opinion letter of Sidley Austin F▇▇▇▇ & L▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to matters concerning the Initial Lender Borrower and covering such matters relating to the Loan Documents (including enforceability of the Loan Documents under New York law) as the Administrative Agent Required Lenders may reasonably requirerequest;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained conditions specified in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.02(a) and (cb) and 5.04 are true and correct on and as of the Closing Date have been satisfied, and (B) that there has been no event or circumstance since the current Debt Ratings (if any); and 44 Cboe Global Marketsdate of the Audited Financial Statements that has had or could be reasonably expected to have, Inc. - Credit Agreement(Term Loan Credit Facility)either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and that obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the Swing Line Lender or the Arranger Required Lenders reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct Any fees (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior including upfront fees to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)Lenders) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and documented Attorney Costs disbursements of counsel (to the extent the Borrower has agreed to be liable therefor) to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to (3) days in advance of the Closing Date, plus such additional amounts of Attorney Costs such fees, charges and disbursements as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, which notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial, Inc.)
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 10.01):
(a) The Unless waived by all the Lenders (or by the Administrative Agent), the Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower Company (as where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement, signed on behalf of each party hereto or written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement;
(ii) executed counterparts of the Guarantee, signed by Exelis or written evidence (which may include electronic transmission of a Request for Credit Extension in accordance with signed signature page of this Agreement) that Exelis has signed the requirementsGuarantee;
(iii) [Reserved];
(iv) such certificates certified copies of resolutions or other actionaction of the Board of Directors of each Borrower and Guarantor, incumbency certificates and/or other certificates of Responsible Officers the Secretary or Assistant Secretary of each Borrower and Guarantor establishing the Borrower as identities of and verifying the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower or Guarantor is a party;
(viv) such documents evidence verifying that each Borrower and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Guarantor is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationincorporation;
(v) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, except to (B) that there has been no event or circumstance since the extent that failure to do so date of the Audited Financial Statements which has had or could not reasonably be expected to have a Material Adverse Effect; and (C) the current Senior Debt Ratings;
(vi) a favorable an opinion letter of Sidley Austin LLP, counsel to the BorrowerBorrowers, addressed to the Administrative Agent Agent, SunTrust Bank as L/C Issuer and each of the Initial Lender Lenders, and covering such matters relating to the Borrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent may shall reasonably requirerequest;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) evidence that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (BA) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Company has delivered notice of its termination of commitments under the Existing Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as Agreement to the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least administrative agent three (3) Business Days prior to the Closing Date, (B) that all documentation and other information about amounts outstanding under the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Existing Credit Agreement have been paid (including, without limitation, the USA PATRIOT Act principal, interest and fees), provided that all such amounts may be repaid substantially simultaneously with Loan(s) advanced under this Agreement, and (Title III of Pub. L. 107-56 (signed into law October 26, 2001)C) (that the “Act”)commitments” of the lenders under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated;
(viii) a duly executed Request for Credit Extension for any Credit Extension to be made on the Closing Date;
(ix) a duly executed funds disbursement agreement, reasonably requested in writing by if applicable; and
(x) such other certificates, documents or consents as the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Dateor SunTrust Bank as L/C Issuer reasonably require.
(eb) Any fees required to be paid on or before the Closing Date in connection herewith shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three one Business Days Day prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its the Administrative Agent’s reasonable estimate estimates of such Attorney Costs incurred or to be incurred by it each of them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.034.01, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is Agreement shall be subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)Borrower, each dated the Closing Date or immediately prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with the requirementsfavor of each Lender requesting Notes, subject to Section 2.11;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower it is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation the State of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware;
(viv) a favorable opinion letter opinions of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender each Lender, in form and covering such matters relating substance reasonably satisfactory to the Loan Documents as the Administrative Agent may reasonably requireAgent;
(vi) an executed Solvency Certificate;
(vii) a certificate signed by a Responsible Officer of to the Borrower certifying(Aextent reasonably requested in writing at least ten (10) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of business days prior to the Closing Date Date, the Administrative Agent shall have received no later than five (5) business days prior to the Closing Date, such documentation and (B) the current Debt Ratings (if any)other information required under Anti-Terrorism Laws and applicable “know-your-customer” and AML Laws; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger Required Lenders reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document The Specified Representations, shall be true and correct in all material respects on and as of the Closing Date; provided, except (x) to the extent that any representation such representations and warranty that is warranties are qualified as to “by materiality,” “Material Adverse Effect” or similar language , they shall be true and correct on and as of the Closing Date, and (after giving effect y) to any qualification therein) the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all respectsmaterial respects as of such earlier date except to the extent qualified by materiality, then they shall be true and correct as of such earlier date.
(c) No Default under Section 8.01(a), 8.01(b) (solely with respect to Section 7.12), 8.01(f) or 8.01(g) shall exist, or would result from the Credit Extensions or from execution and delivery of this Agreement and the application of the proceeds therefromother Loan Documents.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date pursuant to any Loan Document shall have been paid.
(fe) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and documented Attorney Costs disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three two (2) Business Days prior to or on the Closing Date, plus such additional amounts of Attorney Costs fees, charges and disbursements of counsel to the Administrative Agent as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent).
(f) The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the last day of and for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date; (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the last day of and for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date; (c) pro forma balance sheet and income statements of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to this paragraph, prepared after giving effect to the CH2M Acquisition as if the CH2M Acquisition had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such statement of income); and (d) financial projections prepared by the Borrower and its Subsidiaries on an annual basis thereafter to and including 2017, 2018, 2019 and 2020, which financial projections are in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the 4.01 each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/)
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as signing Loan Party, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):
(i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor, (C) the Security Agreement from the Borrower and each Guarantor and (D) the ABL/Term Loan Intercreditor Agreement acknowledged by the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01):
(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement;), covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,
(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of releases under the guaranty agreement, pledge agreement and security agreement, in each case with respect to the Tribune Credit Agreement, customary lien searches and UCC-3 termination statements), and
(C) the Pledge Agreement, duly executed by the Borrower and the Guarantors party thereto, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower and the Guarantors is a party or is to be a party;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that the Borrower each of them is validly existing, existing and in good standing and qualified standing, except, other than with respect to engage in business in each jurisdiction where its ownershipthe Borrower, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so be in good standing could not reasonably be expected to have a Material Adverse Effect;
(viiv) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require[Reserved];
(viiv) a solvency certificate signed by from a Responsible Officer of the Borrower certifying(A(after giving effect to the Transactions) that substantially in the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and form attached hereto as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)Exhibit I;
(viiivi) such other assurancesan opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, certificatescounsel to the Loan Parties, documentsaddressed to each Lender, consents or opinions as in form and substance reasonably satisfactory to the Administrative Agent or Agent; and
(vii) opinions of local counsel for the Arranger Loan Parties listed on Schedule 4.01(a) hereto, in form and substance reasonably may requiresatisfactory to the Administrative Agent.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects[Reserved].
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Borrower and each Guarantor shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing DateDate (or such shorter period as the Administrative Agent shall otherwise agree).
(d) All actions necessary to establish that the Collateral Agent will have a perfected security interest (to the extent contemplated in the Collateral Documents and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement and subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, plus in each case, to the extent such additional Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01.
(e) The Separation and Distribution shall have been consummated, or substantially simultaneously with the initial borrowing under the Term Facility, shall be consummated, in all material respects in accordance with the terms of the Separation and Distribution Agreement.
(f) [Reserved].
(g) [Reserved].
(h) [Reserved].
(i) All fees required to be paid on the Closing Date pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Engagement Letter, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of Attorney Costs as the Facility).
(j) The Arrangers shall constitute its reasonable estimate have received (a) audited combined balance sheets of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and related statements of income, stockholders’ equity and cash flows of the Administrative AgentBorrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date and (b) unaudited combined balance sheets and related statements of income and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Borrower Quarterly Financial Statements”). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Lender that has signed this Agreement Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver This Agreement shall not become effective until the date on which all of the following conditions precedent:have been satisfied (or waived in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with the requirementsfavor of each Lender requesting Notes, each of which shall be originals or telecopies (followed promptly by originals);
(iii) [Reserved];
(iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(viv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization;
(viv) a favorable customary opinion letter of Sidley Austin Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireeach Lender;
(vi) [Reserved];
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained conditions specified in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.02(b) and (c) and 5.04 are true and correct on and as of the Closing Date have been satisfied, and (B) that there has been no event or circumstance since the current Debt Ratings (if any)date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act (Title III Patriot Act, to the extent requested of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested Borrower in writing by the Administrative Agent not fewer than five (on behalf of the Initial Lender) at least ten (105) Business Days prior to the Closing Date.
(eb) Any fees required to be paid hereunder and pursuant to the Fee Letter on or before the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent payable hereunder and invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs such fees, charges and disbursements as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility Agreement is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Designated Officer of the Borrower (as applicable)Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Note executed by the Borrower in accordance with favor of each Lender that has requested a Note at least two Business Days in advance of the requirementsClosing Date;
(iii) [Reserved];
(iv) such certificates a certificate of resolutions the Secretary or other actionan Assistant Secretary of the Borrower certifying as to the names, incumbency certificates and/or other certificates offices and true signatures of Responsible the Designated Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with execute and deliver this Agreement and the other Loan Documents to which the Borrower is a partyDocuments;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedorganized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is validly existing, in good standing and qualified to engage as a foreign corporation in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectOhio;
(viv) a favorable opinion letter of Sidley Austin LLP, internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the Initial Lender matters concerning the Borrower and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;request; and
(viivi) a certificate signed by a Responsible Designated Officer of the Borrower certifying(A(A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be are true and correct in all material respects on and as of the Closing Date; provided, except to the extent that any representation such representations and warranty that is qualified as warranties specifically refer to “materiality,” “Material Adverse Effect” or similar language an earlier date, in which case they shall be true and correct (after giving effect to any qualification therein) in all respectsmaterial respects as of such earlier date, and (C) no Default has occurred and is continuing.
(ci) No Default shall exist, or would result from Upon the Credit Extensions or from the application reasonable request of the proceeds therefrom.
(d) The Administrative Agent shall have received, any Lender made at least three (3) Business Days five days prior to the Closing Date, all the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information about the Borrower required by regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act Act, in each case at least two days prior to the Closing Date and (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lenderii) at least ten (10) Business Days two days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification.
(ec) Any fees required to be paid on or before the Closing Date pursuant to the Fee Letter shall have been paid.
(fd) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three one Business Days Day prior to the Closing Date, plus such additional amounts of Attorney Costs such fees, charges and disbursements as shall constitute its reasonable estimate of such Attorney Costs fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among between the Borrower and the Administrative Agent).
(e) Evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt Agent shall have received all of the following, each of which shall be originals or telecopies facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as signing Loan Party, if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) and ), each in form and substance reasonably satisfactory to the Administrative Agent: hereof;, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):
(i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01):
(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement;, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,
(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements), and
(C) the Pledge Agreement, duly executed by the Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved];
(iv) such customary certificates of resolutions or other actionaction authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower and the Guarantors is a party or is to be a party;
(viii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that the Borrower each of them is validly existing, existing and in good standing and qualified standing, except, other than with respect to engage in business in each jurisdiction where its ownershipthe Borrower, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so be in good standing could not reasonably be expected to have a Material Adverse Effect;
(iv) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each case relating to the initial Credit Extension;
(v) a solvency certificate from a financial officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I;
(vi) a favorable an opinion letter of Sidley Austin Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireAgent;
(vii) a certificate signed by a Responsible Officer opinions of local counsel for the Borrower certifying(ALoan Parties listed on Schedule 4.01(a) that hereto, in form and substance reasonably satisfactory to the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any)Administrative Agent; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurancesopinions of FCC counsel for the Loan Parties, certificates, documents, consents or opinions as in form and substance reasonably satisfactory to the Administrative Agent or the Arranger reasonably may requireAgent.
(b) Each Since (x) December 31, 2012 through the date of the representations Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect and warranties (y) the date of the Borrower contained in Article V or any other Loan Document Purchase Agreement, there shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “not have occurred a Target Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent Borrower and each Guarantor shall have received, provided the documentation and other information reasonably requested in writing at least three ten (310) Business Days days prior to the Closing Date, all documentation and other information about Date by the Borrower Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced each case at least three Business Days prior to the Closing Date, plus Date (or such additional amounts of Attorney Costs shorter period as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative AgentAgent shall otherwise agree). Without limiting .
(d) All actions necessary to establish that the generality Collateral Agent will have a perfected security interest (subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the provisions of Closing Date pursuant to the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01.
(e) The Acquisition shall have been consummated, or substantially simultaneously with the Lender initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that has signed this Agreement are materially adverse to the Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any change in the purchase price in connection with the Acquisition shall not be deemed to have consented to, approved or accepted or be materially adverse to the interests of the Lenders and the Arrangers; provided that (A) any reduction of the purchase price to the extent resulting in a lower cash funding by the Borrower shall be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory allocated to a Lender unless reduction of the Administrative Agent shall have received notice from Term Facility, and (B) any increase in purchase price may be funded with the Lender prior to Borrower’s cash or the proposed Closing Date specifying its objection theretoNet Cash Proceeds of any Permitted Equity Issuance.
Appears in 1 contract
Sources: Credit Agreement (Tribune Media Co)
Conditions to Closing Date. The effectiveness of this credit facility Agreement on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the BorrowerCompany and the Administrative Agent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HWHI, HGVI or the Borrower (signing Loan Party, as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(iii) executed counterparts of this AgreementAgreement and any Notes requested by a Lender prior to the Closing Date;
(ii) a Request for Credit Extension in accordance with the requirements
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with:
(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); and
(B) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iv) evidence of all insurance required to be maintained pursuant to Section 6.07, and evidence that the Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral and on all liability insurance policies as to which the Administrative Agent has reasonably requested to be so named;
(v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HWHI, HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HWHI, HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower HWHI, HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower HWHI, HGVI or such Loan Party is a party;
(v) such documents and certifications as party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date;
(vi) a favorable an opinion letter of Sidley Austin from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the BorrowerHWHI, addressed to the Administrative Agent HGVI and the Initial Lender Loan Parties and covering such matters relating opinion from Holley, Driggs, ▇▇▇▇▇, Fine, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel to HGVI and the Loan Documents as the Administrative Agent may reasonably requireParties;
(vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the BorrowerCompany (after giving effect to the Spin-Off Transaction) substantially in the form attached hereto as Exhibit E-2;
(viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties BorrowerCompany, confirming satisfaction of the Borrower contained conditions set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(aSection 4.02(i) and (cii); and
(ix) the Perfection Certificate, duly completed and 5.04 are true executed by the Loan Parties.
(b) The Closing Fees and correct all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on and as of the Closing Date and (Bin the case of expenses) invoiced at least three Business Days before the current Debt Ratings Closing Date (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viiiexcept as otherwise reasonably agreed by the BorrowerCompany) such other assurances, certificates, documents, consents or opinions as shall have been paid from the Administrative Agent or the Arranger reasonably may require.
(b) Each proceeds of the representations and warranties of initial funding under the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsFacilities.
(c) No Default shall existPrior to or substantially simultaneously with the initial Credit Extensions, or would result from the Credit Extensions or from the application sale of the proceeds therefromSenior Unsecured Notes as contemplated by the Senior Unsecured Notes Offering Memorandum shall have been consummated in an aggregate principal amount of $300,000,000.
(d) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements.
(e) The Ownership Capitalization shall have occurred, and HGVI shall be a wholly owned direct subsidiary of Hilton Worldwide Holdings Inc.
(f) The Administrative Agent shall have received, received at least three (3) Business Days 3 days prior to the Closing Date, Date all documentation and other information about the Borrower BorrowerCompany and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably that has been requested in writing by the Administrative Agent (on behalf of the Initial Lender) in writing at least ten (10) Business Days 10 days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.039.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make the initial Loans and the occurrence of the Closing Date hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) counterparts executed counterparts by the Loan Parties of each Loan Document, including, without limitation, this Agreement, each Guaranty, Pledge Agreement and with respect to each Collateral Property the Environmental Indemnity and the Collateral Documents, in each case, sufficient in number for distribution to Administrative Agent, each Lender, and Borrowers;
(ii) Notes executed by Borrowers in favor of each Lender requesting a Request for Credit Extension in accordance with the requirementsNote;
(iii) [Reserved]fully executed Operating Lease Subordination Agreements;
(iv) such certificates of resolutions or other action, incumbency certificates certificates, and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority authority, and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(v) copies of the Organizational Documents of each Loan Party, together with such other documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower each Loan Party is validly existing, in good standing standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, one or more firms counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, including (x) Akin, Gump, Strauss, H▇▇▇▇ & F▇▇▇, L.L.P. and (y) such local counsel opinions for each jurisdiction in which the Initial Lender and covering Collateral Properties are located, in each case as to such matters relating to concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably requirerequest, including existence, power and authority; enforceability; non-contravention; no consent; and perfection;
(vii) a certificate signed by of a Responsible Officer of each Loan Party (other than Borrowers) either (A) attaching copies of all consents, licenses, and approvals required in connection with the Borrower certifying(A) that execution, delivery and performance by such Loan Party and the representations and warranties validity against such Loan Party of the Borrower contained Loan Documents to which it is a party, and such consents, licenses, and approvals shall be in Sections 5.01(a)full force and effect, 5.01(b)(ii)or (B) stating that no such consents, 5.02(alicenses, or approvals are so required;
(viii) completed and executed Officer's Certificate (A) providing calculations of (x) the Loan to Value Ratio, (y) the Debt Service Coverage Ratio and (z) pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture; in each case, after giving effect to the Aggregate Commitments and the Borrowings on the Closing Date; which calculations shall show a Loan to Value Ratio of not more than sixty two and three quarters percent (62.75%) and a pro forma Debt Service Coverage Ratio as of December 31, 2010 of at least 1.30 to 1.00, (cB) providing calculations showing that no Collateral Property comprises more than twenty percent (20%) of the aggregate Net Operating Income of all the Collateral Properties as of the Closing Date, except for the Mandalay Beach Property, the Net Operating Income of which does not comprise more than twenty five percent (25%) of the aggregate Net Operating Income of all the Collateral Properties as of the Closing Date, and (C) attaching the Annual Budget for 2011 for each of the Collateral Properties;
(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) unless otherwise agreed or approved by Administrative Agent, (A) two (2) prints of an original ALTA survey (a “Survey”) of each Collateral Property and improvements thereon dated not more than sixty (60) days prior to the date of this Agreement (or dated such earlier date, if any, as is satisfactory to Administrative Agent and the Title Company, but in any event not more than one hundred eighty (180) days prior to the date of this Agreement) and 5.04 are otherwise complying with Exhibit H to the extent required by Administrative Agent and the Title Company; and (B) a Flood Insurance Policy for each Collateral Property in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable law and the Flood Insurance Acts, or evidence satisfactory to Administrative Agent that none of such Collateral Property is located within a one hundred year flood plain or in a flood hazard area as defined by the Federal Insurance Administration and appropriate flood certificates acceptable to Administrative Agent;
(xi) unless otherwise agreed or approved by Administrative Agent, true and correct copies of all existing plans with respect to the Collateral Properties within the possession or control of any of the Loan Parties (including the site plan) requested by Administrative Agent, together with evidence satisfactory to Administrative Agent that the same comply in all material respects to applicable requirements of Governmental Authorities;
(xii) with respect to each Collateral Property: (A) true and correct copies of each Major Lease, as well as the Operating Leases, any Ground Lease, and (if applicable) Guarantees thereof; (B) estoppel certificates and subordination and attornment agreements (including nondisturbance agreements if and to the extent agreed by Administrative Agent in its discretion), dated within thirty (30) days prior to this Agreement and in form and content satisfactory to Administrative Agent, from the tenants and subtenants as Administrative Agent requires; (C) estoppel and consent agreements from each of the Ground Lessors, dated within thirty (30) days prior to this Agreement and in form and content reasonably satisfactory to Administrative Agent; (D) copies of all personal property leases under which (1) payments by Borrowers exceed $50,000 in any year, and/or (2) the term exceeds one year; (E) copies of all operating and service agreements under which (1) payments by Borrowers exceed $50,000 in any year, and/or (2) the term exceeds one year, and if reasonably requested by Administrative Agent estoppel and recognition agreements relating thereto and (F) evidence of the applicable Borrower's or the applicable Loan Party's compliance with each Major Lease delivered pursuant to clause (A) above;
(xiii) evidence satisfactory to Administrative Agent that no portion of any Collateral Property is “wetlands” under any applicable Law and no Collateral Property contains nor is within or near any area designated as a hazardous waste site by any Governmental Authority, that no Collateral Property or any adjoining property contains or has ever contained any Hazardous Material under any Law pertaining to health or the environment, and that no Collateral Property or any use or activity thereon violates or is or could be subject to any response, remediation, clean-up, or other obligation under any Law pertaining to health or the environment including without limitation, a written report of an environmental assessment (including soil assessments) of each Collateral Property, made within thirty (30) days prior to the date of this Agreement (other than for the Boca Raton Property and D▇▇▇ Point Property, which reports were obtained in connection with the 2010 Term Loan) (in each case, an “Environmental Report”), by an engineering firm, and of a scope and in form and content satisfactory to Administrative Agent, complying with Administrative Agent's established guidelines, showing that there is no evidence of any Hazardous Material which has been generated, treated, stored, released, or disposed of in any Collateral Property, and such additional evidence as may be required by Administrative Agent. All reports, drafts of reports, and recommendations, whether written or oral, from such engineering firm shall be made available and communicated to Administrative Agent;
(A) evidence that each Collateral Property abuts and has fully adequate direct and free access to one or more public streets, dedicated to public use, fully installed and accepted by the appropriate Governmental Authority, that all fees, costs and expenses of the installation and acceptance thereof have been paid in full, and that there are no restrictions on the use and enjoyment of such streets which would adversely affect such Collateral Property; (B) evidence that each Collateral Property shall have access to utilities; (C) evidence that all applicable zoning ordinances, restrictive covenants, and Laws affecting each Collateral Property permit the use for which such Collateral Property is intended and have been or will be complied with without the existence of any variance, non-complying use, nonconforming use or other special exception; (D) evidence that each Collateral Property and Improvements comply and will comply with all Laws regarding subdivision and platting and would so comply if such Collateral Property and the Improvements thereon were conveyed as a separate parcel; and (E) evidence of compliance by Borrowers and each Collateral Property, and any proposed construction, use and occupancy of the Improvements, with such other applicable Laws as Administrative Agent may request, including all Laws regarding access and facilities for handicapped or disabled persons including, without limitation and to the extent applicable, The Federal Architectural Barriers Act (42 U.S .C. § 4151 et seq.), The Fair Housing Amendments Act of 1988 (42 U.S.C. § 3601 et seq.), The Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), The Rehabilitation Act of 1973 (29 U.S.C. § 794), and any applicable state requirements, with such exceptions therefrom as previously disclosed in writing and accepted by Administrative Agent;
(xv) evidence (A) of the identity of all taxing authorities and utility districts (or similar authorities) currently exercising ad valorem or real property taxing or assessment jurisdiction over any Collateral Property or any portion thereof; (B) that all taxes, standby fees and any other similar charges have been paid, including copies of receipts or statements marked “paid” by the appropriate authority; and (C) that each Collateral Property is a separate tax lot or lots with separate assessment or assessments of the Collateral Property and Improvements, independent of any other Collateral Property or improvements and that each Collateral Property is a separate legally subdivided parcel;
(xvi) (A) executed, acknowledged, and/or sworn to as required counterparts of the Mortgages for each Collateral Property, which shall have been delivered to the Title Company and released for recordation in the official records of the city or county in which each Collateral Property is located, and (B) UCC-1 financing statements which shall have been furnished for filing in all filing offices that Administrative Agent may require;
(xvii) a Title Policy or a Title Policy Commitment (or a Title Policy promulgated by the Laws of the state in which each respective Collateral Property is located if an ALTA insurance policy is not available). No Borrower and none of Borrowers' counsel shall have any interest, direct or indirect, in the Title Company (or its agent) or any portion of the premium paid for the Title Insurance;
(xviii) (A) evidence that immediately prior to the Closing Date and as of the time the Mortgages will be filed for record, except for Permitted Liens: (1) no contract, or memorandum thereof, for construction, design, surveying, or any other service relating to any Collateral Property has been filed for record in the county where such Collateral Property is located; and (2) no mechanic's or materialman's Lien claim or notice, lis pendens, judgment, or other claim or encumbrance against such Collateral Property has been filed for record in the county where the Collateral Property is located or in any other public record which by Law provides notice of claims or encumbrances regarding such Collateral Property; (B) a certificate or certificates of a reporting service acceptable to Administrative Agent, reflecting the results of searches of each of the Loan Parties made within forty-five (45) days prior to the Closing Date (except in the case of searches of FelCor Op or FelCor Trust, which shall have been made within sixty (60) days prior to the Closing Date), (1) of the central and local Uniform Commercial Code records, showing no filings against any of the collateral for the Obligations or against Borrowers otherwise except as consented to by Administrative Agent; and (2) of the appropriate judgment and tax Lien records, showing no outstanding judgment or tax Lien against Borrowers;
(xix) to the extent reasonably deemed necessary by Administrative Agent, an executed REA estoppel letter from each party to any REA for any applicable Collateral Property;
(xx) a true and correct copy of (A) each Franchise Agreement and fully executed “comfort letter” for each such Franchise Agreement in form and substance satisfactory to Administrative Agent, (B) each Management Agreement for each Collateral Property, together with a fully executed Manager's Consent and Subordination of Management Agreement relating to each such Management Agreement (other than the Myrtle Beach Golf Course Management Agreement); in each case, which includes an agreement to attorn to Administrative Agent in the event Administrative Agent takes possession of any Collateral Property by foreclosure, deed in lieu of foreclosure or otherwise and (C) all Licenses relating to the Collateral Properties, provided that Borrowers obligations to deliver copies of such Licenses prior to the Closing Date shall be limited to an obligation to use commercially reasonable efforts to do so;
(xxi) a Physical Condition Report for each Collateral Property (other than for the Boca Raton Property and D▇▇▇ Point Property, which reports were obtained in connection with the 2010 Term Loan);
(xxii) an earthquake or seismic condition report for each of the D▇▇▇ Point Property, the Santa B▇▇▇▇▇▇ Property, the Santa M▇▇▇▇▇ Property and the Mandalay Beach Property;
(xxiii) Unaudited Financial Statements of each Borrower;
(xxiv) Acceptable Appraisals of each Collateral Property, which collectively show: (A) a Loan to Value Ratio for all of the Collateral Properties, of no more than sixty two and one half percent (62.5%) after giving effect to the Aggregate Commitments on the Closing Date; (B) no Collateral Property comprises more than twenty percent (20%) of the aggregate Net Operating Income of all the Collateral Properties as of the Closing Date, except for the Mandalay Beach Property, the Net Operating Income of which does not comprise more than twenty five percent (25%) of the aggregate Net Operating Income of all the Collateral Properties as of the Closing Date;
(xxv) such payoff letters in respect of the repayment of any Indebtedness outstanding on the Closing Date not permitted pursuant to Section 8.01, including the 2009 Term Loan and the 2010 Term Loan, and evidence of releases of Liens outstanding on the Closing Date and (B) not permitted pursuant to Section 8.03, including those Liens securing the current Debt Ratings (if any); 2009 Term Loan and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)the 2010 Term Loan;
(viiixxvi) Administrative Agent's Disbursement and Rate Management Signature Authorization and Instruction Form;
(xxvii) a Certification of Non-Foreign Status for each Borrower; and
(xxviii) such other assurances, certificates, documents, consents consents, or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement;; 42 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)
(ii) a Request for Credit Extension in accordance with the requirementsrequirements hereof;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, (i) all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower, that each Lender that so requests, in each case at least ten (10) Business Days prior to the Closing Date.. 43 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver This Agreement shall not become effective until the date on which all of the following conditions precedent:have been satisfied (or waived in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with the requirementsfavor of each Lender requesting Notes, each of which shall be originals or telecopies (followed promptly by originals);
(iii) [Reserved];
(iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(viv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization;
(viv) a favorable customary opinion letter of Sidley Austin Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireeach Lender;
(vi) [Reserved];
(vii) a customary certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained conditions specified in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.02(c) and (cd) and 5.04 are true and correct on and as of the Closing Date have been satisfied, and (B) that there has been no event or circumstance since the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each date of the representations and warranties of Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; providedaggregate, that any representation and warranty that is qualified as to “materiality,” “a Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.; and
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Company and the Administrative Agent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the Borrower (signing Loan Party, as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(iii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement;
(iiiii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the Collateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a Request lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for Credit Extension purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with the requirements
(iii) [Reserved]with, and as required by, Section 6.11;
(iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower HGVI or such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents an opinion from (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedLoan Parties and (y) ▇▇▇▇▇▇▇▇▇ Traurig, LLP, special Florida, Arizona and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except Nevada counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of Sidley Austin LLP, counsel the Company (after giving effect to the Borrower, addressed to Transactions) substantially in the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents form attached hereto as the Administrative Agent may reasonably requireExhibit E-2;
(vii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties Company, confirming satisfaction of the Borrower contained conditions set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.01(d) and (ce); and
(viii) the Perfection Certificate, duly completed and 5.04 are true executed by the Loan Parties.
(b) All fees and correct expenses due to the Agents, the Global Coordinators and the Joint Bookrunners required to be paid on and as of the Closing Date and (Bin the case of expenses) invoiced at least three Business Days before the current Debt Ratings Closing Date (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viiiexcept as otherwise reasonably agreed by the Company) such other assurances, certificates, documents, consents or opinions as shall have been paid by the Administrative Agent or the Arranger reasonably may requireCompany.
(c) The Joint Bookrunners shall have received, the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements.
(d) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Closing Date, in accordance with the terms of the Acquisition Agreement and the Acquisition Agreement shall not have been amended or waived in any material respect by the Company or any of its affiliates, nor shall the Company or any of its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Global Coordinators (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Company Material Adverse Effect” contained in the Acquisition Agreement or (y) Section 7.3(f) of the Acquisition Agreement shall be deemed to be materially adverse to the Lenders); provided that (a) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent it is applied to reduce the amount of commitments in respect of the Closing Date Senior Unsecured Bridge Loans and the Initial Term Loans ratably and (b) Each of any increase in purchase price for the representations Acquisition shall not be deemed to be materially adverse to the Lenders, to the extent such increase is not funded with any Indebtedness (other than Initial Term Loans, Closing Date Senior Unsecured Bridge Loans, Closing Date Senior Unsecured Notes and/or Revolving Credit Loans (as defined in the Existing RCF Credit Agreement)).
(e) The Specified Acquisition Agreement Representations and warranties of the Borrower contained in Article V or any other Loan Document Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” Date (or similar language shall be true and correct (after giving effect to any qualification therein) in all respects, if separately qualified by materiality).
(cf) No Default shall existSince the Agreement Date (as defined in the Acquisition Agreement), or would result from no Company Material Adverse Effect (as defined in the Credit Extensions or from the application of the proceeds therefromAcquisition Agreement) has occurred and is continuing.
(dg) The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the Closing Date.
(h) The Administrative Agent shall have received, received at least three (3) 3 Business Days prior to the Closing Date, Date all documentation and other information about the Borrower Company and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably that has been requested in writing by the Administrative Agent (on behalf of the Initial Lender) in writing at least ten (10) 10 Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before . If the Closing Date shall have been paid.
(f) Unless waived by Borrower qualifies as a “legal entity customer” under the Administrative AgentBeneficial Ownership Regulation, the Borrower shall have paid all reasonable and documented Attorney Costs (directly delivered to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced , at least three 3 Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred a Beneficial Ownership Certification to the extent requested by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent)Agent at least 10 Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.039.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make the Initial Term Loans is subject to satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension Term Note executed by the Borrower in accordance with favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto;
(iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents):
(A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of such certificates perfects a security interest therein) of each direct Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the making of the Initial Term Loans to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (which shall be no earlier than 60 days after the Closing Date);
(v) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (1) copies of Organization Documents of the Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(v) such documents and certifications as party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date;
(vi) a favorable an opinion letter of Sidley Austin ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requireParties;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying that (A) since March 12, 2021, there shall not have occurred and be continuing, any -89- change, event, occurrence, state of facts or development that the representations and warranties of the Borrower contained in Sections 5.01(a)has had, 5.01(b)(ii)or would reasonably be expected to have, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date a Company Material Adverse Effect and (B) the current Debt Ratings condition set forth in clause (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)c)(ii) below is satisfied;
(viii) such a certificate substantially in the form of Exhibit K attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Borrower’s chief financial officer or other assurances, certificates, documents, consents or opinions as officer with equivalent duties; and
(ix) a Committed Loan Notice relating to the Administrative Agent or Credit Extension to be made on the Arranger reasonably may requireClosing Date.
(b) Each All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed to by the Borrower), in each case, shall have been paid in full in cash or will be paid on the Closing Date.
(c) Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the representations and warranties Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Borrower contained Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any modification, amendment, supplement, consent, waiver or request that results in Article V (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any other Loan Document increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent ).
(d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.
(f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(dg) The Administrative Agent shall have received, received at least three (3) Business Days prior to the Closing Date, Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act (Title III Act. For purposes of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before determining whether the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agenthas occurred, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the Lender case may be, unless such ▇▇▇▇▇▇ has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Conditions to Closing Date. The effectiveness obligation of this credit facility each Lender to make its initial Credit Extension hereunder is subject to the satisfaction or waiver of the following conditions precedent:precedent (or waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals facsimiles or telecopies (followed promptly by originals) other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the Borrower signing Loan Party (as applicableother than in respect of clause (a)(v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and its legal counsel:
(i) executed counterparts of this AgreementAgreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date;
(ii) a Request for Credit Extension Note executed by the Borrower in accordance with favor of each Lender that has requested a Note at least five (5) Business Days in advance of the requirementsClosing Date;
(iii) [Reserved]each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);
(A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and
(B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”);
(iv) (A) such certificates certificates, copies of Organization Documents of the Loan Parties, resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower is a partyand each Guarantor;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedan opinion from Bass, and that the Borrower is validly existing▇▇▇▇▇ & ▇▇▇▇ PLC, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(A) certifying that the representations conditions set forth in clauses (d), (e), (f) and warranties (h) below are satisfied;
(vii) a certificate attesting to the Solvency of the Borrower contained in Sections 5.01(a)and its Subsidiaries, 5.01(b)(ii)on a consolidated basis, 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) after giving effect to the current Debt Ratings (if any); and 44 Cboe Global MarketsTransactions, Inc. - Credit Agreement(Term Loan Credit Facility)from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;
(viii) such other assurances, certificates, documents, consents or opinions as a Request for Credit Extension relating to each Credit Extension to be made on the Administrative Agent or Closing Date; and
(ix) certificates of insurance evidencing the Arranger reasonably may requireexistence of insurance to be maintained by the Borrower and its Restricted Subsidiaries pursuant to Section 6.06.
(b) Each All fees and expenses required to be paid hereunder or pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date as previously agreed in writing, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date.
(c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.
(d) Prior to or substantially simultaneously with the initial funding on the Closing Date, the Refinancing shall have been consummated.
(e) At the time of and immediately after giving effect to the Borrowing of the Initial Term Loans (together with the Revolving Credit Loans and Delayed Draw Term Loans to be borrowed on the Closing Date, if any), no Default or Event of Default shall have occurred and be continuing.
(f) On the Closing Date, all representations and warranties of made by any Loan Party contained herein or in the Borrower contained in Article V or any other Loan Document Documents shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(dg) The Administrative Agent and the Lead Arrangers shall have received, received at least three (3) Business Days prior to the Closing Date, Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAML Laws, including, including without limitation, limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26and, 2001)) (to the “Act”)extent required by 31 C.F.R. §1010.230, reasonably requested in writing by the Administrative Agent (on behalf a certification of the Initial Lender) at least ten (10) Business Days prior to the Closing DateBorrower regarding beneficial ownership.
(eh) Any fees required Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to be paid on or before have a Material Adverse Effect. For purposes of determining whether the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agenthas occurred, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender, as the Lender case may be, unless such ▇▇▇▇▇▇ has notified the Administrative Agent of any disagreement prior to the proposed Closing Date specifying its objection theretoDate.
Appears in 1 contract
Sources: Credit Agreement (Holley Inc.)
Conditions to Closing Date. The effectiveness of this credit facility Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Company and the Administrative Agent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the Borrower (signing Loan Party, as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: Agent and its legal counsel:
(i) a Committed Loan Notice in accordance with the requirements hereof;
(iii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement;
(iiiii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the Collateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a Request lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for Credit Extension purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with the requirements
(iii) [Reserved]with, and as required by, Section 6.11;
(iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower HGVI or such Loan Party is a partyparty or is to be a party on the Closing Date;
(v) such documents an opinion from (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedLoan Parties and (y) ▇▇▇▇▇▇▇▇▇ Traurig, LLP, special Florida, Arizona and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except Nevada counsel to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties;
(vi) a favorable opinion letter solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of Sidley Austin LLP, counsel the Company (after giving effect to the Borrower, addressed to Transactions) substantially in the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents form attached hereto as the Administrative Agent may reasonably requireExhibit E-2;
(vii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying(A) that the representations and warranties Company, confirming satisfaction of the Borrower contained conditions set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(a4.01(d) and (ce); and
(viii) the Perfection Certificate, duly completed and 5.04 are true executed by the Loan Parties.
(b) All fees and correct expenses due to the Agents, the Global Coordinators and the Joint Bookrunners required to be paid on and as of the Closing Date and (Bin the case of expenses) invoiced at least three Business Days before the current Debt Ratings Closing Date (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)
(viiiexcept as otherwise reasonably agreed by the Company) such other assurances, certificates, documents, consents or opinions as shall have been paid by the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsCompany.
(c) No Default The Joint Bookrunners shall existhave received, or would result from the Credit Extensions or from Audited Financial Statements, the application of Unaudited Financial Statements and the proceeds therefromPro Forma Financial Statements.
(d) The Administrative Agent Acquisition shall have receivedbeen consummated, at least three (3) Business Days prior to or shall be consummated substantially concurrently with the Closing Date, all documentation in accordance with the terms of the Acquisition Agreement and other information about the Borrower required Acquisition Agreement shall not have been amended or waived in any material respect by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Company or any of its affiliates, includingnor shall the Company or any of its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without limitationthe consent of the Global Coordinators (such consent not to be unreasonably withheld, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)delayed or conditioned) (it being understood and agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Act”), reasonably requested Company Material Adverse Effect” contained in writing by the Administrative Agent Acquisition Agreement or (on behalf of the Initial Lendery) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative AgentSection 7.3(f) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Acquisition Agreement shall be deemed to have consented tobe materially adverse to the Lenders); provided that (a) any amendment, approved waiver or accepted or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be satisfied with, each document or other matter required thereunder materially adverse to the Lenders to the extent it is applied to reduce the amount of commitments in respect of the Closing Date Senior Unsecured Bridge Loans and the Initial Term Loans ratably and (b) any increase in purchase price for the Acquisition shall not be deemed to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior materially adverse to the proposed Lenders, to the extent such increase is not funded with any Indebtedness (other than Initial Term Loans, Closing Date specifying its objection theretoSenior Unsecured Bridge Loans, Closing Date Senior Unsecured Notes and/or Revolving Credit Loans (as defined in the Existing RCF Credit Agreement)).
Appears in 1 contract
Conditions to Closing Date. The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;:
(i) executed counterparts of this Agreement;
(ii) a Request for Credit Extension in accordance with the requirementsrequirements hereof;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying(Acertifying (A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before the Closing Date shall have been paid.
(f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Conditions to Closing Date. The effectiveness obligations of this credit facility the Lenders to make Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the Borrower (as applicable)signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: hereof;Agent and each of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, each dated as of the Closing Date;
(ii) a Request for Credit Extension Notes executed by the Borrower in accordance with favor of each Lender requesting such Notes, each dated as of the requirementsClosing Date;
(iii) [Reserved];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party;
(viv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party and the Borrower General Partner is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all material respects (except that such qualificationmateriality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, except (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2011 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the extent aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(b) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(b) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion letter receipt of Sidley Austin audited financial statements of the MLP as of December 31, 2011, unaudited financial statements of the MLP as of June 30, 2012, and such other financial information as the Administrative Agent may reasonably request;
(vii) opinions from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to each Loan Party and the BorrowerGeneral Partner, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, counsel to each Loan Party and the General Partner, in each case, addressed to the Administrative Agent and each Lender, as to the Initial Lender matters concerning the Loan Parties and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably requirerequest;
(viiviii) a certificate signed by a Responsible Officer evidence of termination of the Borrower certifying(A) that the representations Commitments as defined in Existing Credit Agreement and warranties repayment or refinancing of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of all loans thereunder simultaneously with the Closing Date and (B) the current Debt Ratings (if any)Date; and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)and
(viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger Required Lenders reasonably may require.
(b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(c) No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.
(d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date.
(e) Any fees required to be paid on or before due and payable at the Closing Date shall have been paid.
(fc) Unless waived by the Administrative Agent, the The Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to to, or on, the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)