Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and (f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations This Agreement shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied:
(a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;such party.
(b) The Administrative Company shall have paid all accrued fees due and payable under the Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date.
(c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
(d) Subject to Section 3.05, on the Effective Date, the following statement will be true and the Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery account of additional executed counterparts, sufficient in number for distribution to Citibank and each Lender a certificate signed by a duly authorized officer of the Company, together with all Schedules dated the Effective Date, stating that the Specified Representations, other than Section 4.01(n), are correct on and Exhibits thereto;as of the Effective Date.
(ce) The Administrative Agent shall have received a favorable written opinion on or before the Effective Date (addressed x) the 3-Year Tranche Notes to the Administrative Agentextent requested by 3-Year Tranche Lenders pursuant to Section 2.16 and (y) the 5-Year Tranche Notes to the extent requested by the 5-Year Tranche Lenders pursuant to Section 2.16, in each case, to the Issuing Bank and the Lenders and dated extent requested at least three Business Days in advance of the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;.
(df) The Administrative Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement Company hereto on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) and authorization by the representations and warranties Board of Directors or other similar governing body of the Company set forth in Article III of this Agreement are true and correct in all material respects (the other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true Loan Documents and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required documents evidencing other necessary corporate action and governmental approvals, if any, with respect to be reimbursed or paid by this Agreement and the Company hereunderother Loan Documents, as applicable.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Administrative Agent, in other Loan Documents.
(h) The Agent shall have received a form reasonably satisfactory to the Administrative Agentfavorable opinions of (x) ▇▇▇▇ ▇.
Appears in 1 contract
Sources: Credit Agreement (International Flavors & Fragrances Inc)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.028.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative AgentAgents, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) T▇▇▇▇▇▇▇ DayH▇▇▇ LLP, counsel to the Company, in a form reasonably satisfactory to the Administrative Agent;
(dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(ed) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), expressly refers to another date and (ii) no Default has occurred and is continuing; and
(fe) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Polyone Corp)
Conditions to Effective Date. The obligations This Agreement shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied:
(a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;such party.
(b) The Administrative Company shall have paid all accrued fees due and payable under the Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date.
(c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
(d) Subject to Section 3.05, on the Effective Date, the following statements will be true and the Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery account of additional executed counterparts, sufficient in number for distribution to Citibank and each Lender a certificate signed by a duly authorized officer of the Company, together with all Schedules and Exhibits thereto;dated the Effective Date, stating that:
(ci) The Administrative representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent, to the extent requested at least three Business Days in advance of the Effective Date:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable.
(g) The Agent shall have received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents.
(h) The Agent shall have received a favorable written opinion (addressed to the Administrative Agentof ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form as to such other matters as any Lender through the Agent may reasonably satisfactory to the Administrative Agent;request.
(di) The Administrative Agent shall have received documents and certificates relating to lead arranger under the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent Bridge Commitment Letter shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer certificate of the Company, confirming as of the Effective Date, that (i) the representations and warranties an officer of the Company set forth in Article III of confirming that this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as constitutes a “Qualifying Bank Facility” for the purposes of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderBridge Commitment Letter.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement (International Flavors & Fragrances Inc)
Conditions to Effective Date. The obligations effectiveness of this Agreement is subject to satisfaction, on or before the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each Termination Date, of the following conditions are satisfied precedent (or waived provided, that the respective obligations of the parties hereto set forth in accordance with Section 9.022.08(a) and Article X shall not be subject to the satisfaction of the following conditions precedent):
(a) The Administrative Agent Agent’s receipt of the following, each of which shall have received at least one be originals, facsimiles or electronic (pdf.) transmission (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer of this Agreement from the CompanyBorrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Bank its legal counsel and each Lender, and arrangements satisfactory to of the Administrative Agent shall have been made for the delivery Lenders:
(i) executed counterparts of additional executed counterpartsthis Agreement, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders each Lender and the Company, together with all Schedules and Exhibits theretoBorrower;
(bii) The Administrative Agent shall have received at least one Notes executed counterpart by the Borrower in favor of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits theretoeach Lender requesting Notes;
(ciii) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent shall have received may 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;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Borrower’s Organization Documents, and certificates of good standing and tax clearance certificates;
(v) a favorable written opinion (addressed of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Administrative AgentBorrower, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory addressed to the Administrative Agent and (ii) ▇▇▇▇▇ Dayeach Lender, in a the form reasonably satisfactory to the Administrative Agentset forth in Exhibit E;
(dvi) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower certifying, confirming as of the Effective Date, (A) that (ithe conditions specified in Sections 4.03(a) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (iib) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.been satisfied,
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;; 44 ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company | Credit Agreement
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Chief Legal Officer ,the General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations effectiveness of the Lenders to make Loans amendment and restatement of the Prior Credit Agreement in the form of this Agreement is subject to the Company and receipt by the Administrative Agent of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and CitibankGS Bank, and arrangements satisfactory to Citibank GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank GS Bank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary General Counsel of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and;
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.; and
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and executed by each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇▇ Day▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., in a form and substance reasonably satisfactory to the Administrative Agent;.
(dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;.
(d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least three Business Days prior to the Effective Date.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the #96405961v16 Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and.
(f) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable on or received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company.
(g) Since December 31, 2021, there has occurred no change in the financial condition, operations, assets, business or properties of the Company and its Subsidiaries taken as a whole, or any other event, in each case, which has had or could reasonably be expected to have a Material Adverse Effect.
(h) The Lead Arranger (as defined in the Trout Bridge Commitment Letter) shall have received a certificate certifying that the Term Facility constitutes a “Qualifying Loan Facility” (as defined in the Trout Bridge Commitment Letter) (which certificate may be conditioned on the occurrence of the Effective Date). The Administrative Agent shall have received a Fee Letter, executed and delivered by notify the Company and the Administrative AgentLenders of the Effective Date, in a form reasonably satisfactory to the Administrative Agentand such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of satisfaction or waiver of the following conditions are satisfied (or waived in accordance with Section 9.02the “Effective Date”):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the CompanyCredit Parties, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoRequired Lenders duly executed counterparts of this Agreement;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the All representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it Credit Parties contained herein shall be true and correct in all material respects as of the Effective Date (except to the extent such representations and warranties expressly relating to an earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effectdate, in which case, such representation or warranty representations and warranties shall be true and correct in all material respects on and as of such earlier date), and (ii) no Default has occurred and is continuing; and;
(fc) The Administrative Agent and each Lender (and its Affiliates) Borrower shall have received all fees and other amounts due and payable on (i) reimbursed or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of paid all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.Borrower under the Credit Agreement, including the reimbursement or payment of all of the reasonable and documented fees, costs, and out-of-pocket expenses in connection with this Agreement and any other documents prepared in connection herewith of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), as counsel for the Administrative Agent, and (ii) paid STB a retainer in connection with their engagement by the Administrative Agent in an amount equal to $250,000;
(gd) The Borrower shall have (i) opened a Cash Collateral Account with the Administrative Agent (the “Forbearance Cash Collateral Account”), (ii) executed such documents and agreements, including the Administrative Agent’s standard form of assignment of deposit accounts, as the Administrative Agent shall have received requested in connection therewith to establish the Forbearance Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein and (iii) deposited not less than the greater of (A) the amount required to be deposited into a Fee LetterCash Collateral Account pursuant to the mandatory payment required by Section 2.4(c)(i) of the Credit Agreement and (B) $12 million into the Forbearance Cash Collateral Account to be held as Cash Collateral for the Secured Obligations. It is understood and agreed that the amount required to be deposited into the Forbearance Cash Collateral Account is inclusive of, executed and not in addition to, the amounts required to be prepaid and deposited into a Cash Collateral Account pursuant to Section 2.4(c)(i) of the Credit Agreement; and
(e) The Credit Parties shall have delivered by the Company and to the Administrative Agent, in a form reasonably satisfactory for further distribution to the Administrative AgentLenders, a 13-Week Forecast as of June 19, 2020. By their execution hereof, each party to this Agreement acknowledges that the Effective Date is June 22, 2020.
Appears in 1 contract
Sources: Forbearance Agreement and Amendment to Credit Agreement (Hi-Crush Inc.)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following:
(a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal certificate signed by any Authorized Officer and or Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming Company stating that as of the Effective Date, Date no Default exists and that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement V are true and correct in all material respects (other than any such representation or warranty which is except to the extent already qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on the Effective Date (except with respect to those representations and warranties made as of such a specific date, except to the extent that any such representation which representations and warranty expressly relates to an earlier date, in which case it warranties shall be true and correct in all material respects as of such earlier date);
(c) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware;
(d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents;
(e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other than any such representation or warranty documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which is qualified by materiality or material adverse effect, in which case, such representation or warranty the Lenders shall be true and correct entitled to rely until informed of any change in all respects as of such earlier datewriting by the Company), and (ii) no Default has occurred and is continuing; and;
(f) The a written opinion of the Company’s counsel, ▇▇▇▇▇ Day, addressed to the Administrative Agent and the Lenders party hereto on the date hereof, in the form of Exhibit D;
(g) a Note for each Lender that has requested a Note at least two Business Days prior to the date hereof;
(h) satisfactory evidence that those fees due to the Administrative Agent and its Affiliatesthe Lenders on the date the Company executes this Agreement and invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date have been paid in full or shall be paid substantially concurrently with closing;
(i) shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoiced, reimbursement or payment reasonably requested by the Administrative Agent of all out-of-pocket expenses the Company in writing at least 10 Business Days prior to the Effective Date; and
(j) an executed Farm Services of America ACA Stock Purchase Agreement and other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. 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 shall be reimbursed deemed to have consented to, approved or paid by accepted or to be satisfied with, each document or other matter required thereunder unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations effectiveness of this Agreement and the Lenders initial availability of Commitments in an aggregate amount not to make Loans exceed $2,500,000,000 is subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (satisfaction or waived waiver in accordance with Section 9.02):11.01 of the following conditions:
(a) The Administrative Agent Agent’s receipt of the following, each of which shall have received at least one be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer of this Agreement from the Companysigning Loan Party, each dated the Administrative AgentEffective Date (or, in the Issuing Bank case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance reasonably satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders:
(i) executed counterparts of additional executed counterpartsthis Agreement, sufficient in number for distribution to the Administrative Agent, the Issuing Bankeach Lender, the Lenders Facility Guarantor and the Company, together with all Schedules and Exhibits thereto;
(bii) The Administrative Agent Notes executed by the Borrowers in favor of each Lender requesting Notes; provided that with respect to any Notes under any Tranche 1 Commitment, Discovery Networks Asia-Pacific Pte. Ltd. shall have received at least one executed counterpart of execute such Notes as soon as practicable after the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits theretoEffective Date;
(ciii) The such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may 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;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and (where applicable) in good standing in its jurisdiction of organization;
(A) a favorable written opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (B) a favorable opinion of Delaware Counsel Group LLP, special Delaware counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (C) a favorable opinion of ▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇▇▇ (US) LLP, special Ohio counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (D) a favorable opinion of DLA Piper UK LLP, special English law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Singapore Pte. Ltd., special Singapore counsel to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory addressed to the Administrative Agent and each Lender; (iiF) a favorable opinion of DLA Piper Luxembourg, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Luxembourg, special Luxembourg counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of ▇▇▇▇▇ Day▇-▇▇▇▇▇▇, special Spain counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (G) a favorable opinion of Ogier (Jersey) LLP, special Jersey counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; and (H) a favorable opinion of DLA Piper Nederland N.V, special Netherlands counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the case of each of (A) through (H) in a form reasonably satisfactory to the Administrative Agent;
(dvi) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative AgentFacility Guarantor certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a form reasonably satisfactory Material Adverse Effect; and (C) the current Debt Ratings;
(vii) in the case of a Luxembourg Borrower:
(A) a copy of an excerpt of the Luxembourg Borrower issued by the Luxembourg Register of Commerce and Companies dated no earlier than one Business Day prior to the Administrative Agent.date of this Agreement (Extrait du Registre de Commerce et des Sociétés);
(B) a copy of a certificate of non-inscription of a judicial decision, issued by the Luxembourg Register of Commerce and Companies in relation to the Luxembourg Borrower dated no earlier than one Business Day prior to the date of this Agreement (Certificat de non-inscription d’une décision judiciaire);
(C) a copy of a resolution of the board of managers of the Luxembourg Borrower:
a. approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it executes the Loan Documents to which it is a party;
Appears in 1 contract
Sources: Credit Agreement (Discovery, Inc.)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative AgentAgents, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior L.▇. ▇▇▇▇▇▇▇▇, Vice President, Chief Legal Officer General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (iii) ▇J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(ed) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(fe) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative AgentAgents, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior L.▇. ▇▇▇▇▇▇▇▇, Vice President, Chief Legal Officer General Counsel and Secretary of the Company, substantially in a the form reasonably satisfactory to the Administrative Agent of Exhibit E-1 and (iii) ▇J▇▇▇▇ Day, substantially in a the form reasonably satisfactory to the Administrative Agentof Exhibit E-2;
(dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(ed) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(fe) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which that each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.029.07):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to receipt by the Administrative Agent shall have been made for the delivery of additional (x) this Agreement, executed counterpartsby a duly authorized officer of each Borrower and each other party hereto and (y) Notes in favor of each Bank requesting a Note, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoexecuted by a duly authorized officer of each Borrower;
(b) The receipt by the Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibanka certificate of an authorized officer of each Borrower, and arrangements satisfactory to Citibank shall have been made for the delivery dated as of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following:
(i) a copy of resolutions of the Board of Directors of such ▇▇▇▇▇▇▇▇, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents;
(eii) The a copy of the Articles of Incorporation of such Borrower, including any amendments thereto;
(iii) a copy of the Bylaws of such Borrower, including any amendments thereto;
(iv) an incumbency certificate, executed by the Secretary of such ▇▇▇▇▇▇▇▇, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents to which such ▇▇▇▇▇▇▇▇ is a party;
(v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation;
(c) receipt by the Administrative Agent shall have received of favorable opinions of (i) ▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers, and (ii) with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama;
(d) receipt by the Administrative Agent of a certificate, signed by an authorized officer of each Borrower, dated the Effective Date and signed by in form and substance reasonably satisfactory to the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying that (i) the all representations and warranties of the Company set forth such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects respects, in each case as of the Effective Date (other than except to the extent any such representation or warranty which is qualified by materiality or material adverse effectexpressly stated to have been made as of a specific date, in which case, case such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing; and, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2023, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder;
(fe) The Administrative Agent and each Lender (and its Affiliates) the Borrowers shall have received all paid (i) to ▇▇▇▇▇ Fargo Securities, U.S. Bank and JPMCB, the fees and other required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date, in the amounts due and payable on the Effective Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the ▇▇▇▇▇ Fargo Fee Letter, and (iii) all other fees of the Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under any other Transaction Document to be paid on or prior to the Effective Date, Date (including, to the extent invoicedinvoiced prior to the Effective Date, reimbursement or payment reasonable fees and expenses of all out-of-pocket expenses required counsel to be reimbursed or paid the Administrative Agent) in connection with this Agreement and the other Transaction Documents;
(f) receipt by the Company hereunder.Administrative Agent of copies of the financial statements referred to in Section 5.09;
(g) The receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;
(h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested at least ten Business Days prior to the Effective Date;
(i) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder;
(j) receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all accrued and unpaid interest and fees under the Existing Loan Agreement as of the Effective Date have been paid in full; and
(k) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank 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 hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Bank prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Loan Agreement (Spire Missouri Inc)
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent shall have received at least one executed from the Company either (i) a counterpart of this Agreement from executed on behalf of the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements Company or (ii) written evidence satisfactory to the Administrative Agent shall have been made for (which, subject to Section 10.06(b), may include any Electronic Signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) that the delivery Company has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient a Borrowing Request in number for distribution to Citibank and the Company, together accordance with all Schedules and Exhibits thereto;Section 2.03.
(c) The Administrative Agent shall have received a favorable customary written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) the Senior Vice President▇▇▇▇▇▇▇, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Swaine & ▇▇▇▇▇ DayLLP, in a form reasonably satisfactory to special counsel for the Administrative Agent;Company.
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing (i) a certificate of the Company, dated the authorization of the TransactionsEffective Date and executed by a secretary, the incumbency of the persons executing this Agreement on behalf assistant secretary or other Responsible Officer of the Company, which shall (a) certify that (1) attached thereto is a true and complete copy of the certificate of incorporation of the Company, certified by the Secretary of State of the State of Delaware, and that the certificate of incorporation attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (2) attached thereto is a true and correct copy of the bylaws of the Company, together with all amendments thereto as of the Effective Date, and such bylaws are in form full force and substance reasonably satisfactory effect as of the Effective Date and (3) attached thereto is a true and complete copy of the resolutions or written consent of the board of directors of the Company authorizing the execution and delivery of the Loan Documents by the Company, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (b) identify by name and title and bear the signatures of the officers or other authorized signatories of the Company who are authorized to sign the Administrative Agent;Loan Documents to which the Company is a party on the Effective Date and (ii) a good standing certificate for the Company as of a recent date from the Secretary of State of the State of Delaware.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming certifying as to the satisfaction of the conditions set forth in Sections 4.01(g), 4.01(i) and 4.01(j).
(f) The Administrative Agent shall have received a certificate in the form of Exhibit I from the chief financial officer (or other Responsible Officer with reasonably equivalent responsibilities) of the Company, dated the Effective Date and certifying as to the matters set forth therein.
(g) The CUSIP Acquisition shall have been consummated substantially concurrently with the funding of the Term Loans in all material respects in accordance with the terms of the CUSIP Acquisition Agreement, but without giving effect to any amendment, modification or waiver of the CUSIP Acquisition Agreement by the Company, or any consent under the CUSIP Acquisition Agreement by the Company, in each case, that is materially adverse to the interests of the Lenders, in their capacities as such, without the prior written consent of each of the Arrangers and the Managing Agent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (i) any reduction, when taken together with all prior reductions, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed to be) materially adverse to interests of the Lenders, in their capacities as such, provided, in the case of any such reduction of less than 10%, that the aggregate principal amount of the Term Facility shall have been reduced on a dollar-for-dollar basis, (ii) any increase, when taken together with all prior increases, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such increase of 10% or more will be deemed to be, unless funded by the issuance and sale of Capital Stock in the Company) materially adverse to interests of the Lenders, in their capacities as such, (iii) any increase or decrease in the purchase price effected in accordance with the working capital or other purchase price adjustment set forth in the CUSIP Acquisition Agreement will not be materially adverse to the interests of the Lenders, in their capacities as such, (iv) any amendment or modification to the definition of the term “Business Material Adverse Effect” in the CUSIP Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders, in their capacities as such, and (v) the updating of certain sections of the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021), as such updating is expressly contemplated by the CUSIP Acquisition Agreement as in effect on December 24, 2021, will be deemed not to be materially adverse to the interests of the Lenders, in their capacities as such).
(h) Prior to or substantially concurrently with the funding of the Term Loans, the Existing Credit Agreement Refinancing shall be consummated.
(i) At the time of and immediately after giving effect to the borrowing of Loans on the Effective Date, that (i) the representations Specified CUSIP Acquisition Agreement Representations shall be true and warranties correct to the extent required by the definition of such term and (ii) the Company set forth in Article III of this Agreement are Specified Representations shall be true and correct in all material respects (other than except in the case of any such representation or warranty Specified Representation which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier datea given date or period, in which case it Specified Representation shall be true and correct in all material respects as of such earlier date (other than or for such period, as the case may be); provided that to the extent that any such representation or warranty which Specified Representation is qualified by materiality or subject to a “Material Adverse Effect”, “material adverse effectchange” or similar term or qualification, in which case, such representation or warranty the same shall be so true and correct in all respects respects.
(j) Except as set forth in, or qualified by any matter set forth in, the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021 and as the Seller Disclosure Schedules are in effect on December 24, 2021) (it being agreed that the disclosure of any matter in any section in the Seller Disclosure Schedules shall be deemed to have been disclosed in any other section in the Seller Disclosure Schedules to which the applicability of such earlier datedisclosure is reasonably apparent on the face of such disclosure), and since December 31, 2020, there has not been, individually or in the aggregate, a Business Material Adverse Effect (iias defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) no Default has occurred and is continuing; andor any Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.
(fk) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Effective Date, includingall documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, that has been reasonably requested by any Lender in writing at least 10 Business Days in advance of the Effective Date.
(l) All fees and expenses required to be paid on the Effective Date pursuant to the Commitment Letter, the Fee Letters or this Agreement, in the case of expenses, to the extent invoiced, reimbursement invoiced at least three Business Days prior to the Effective Date (or payment of all out-of-pocket expenses required such later date to be reimbursed or paid by which the Company hereunder.
(g) may agree), shall have been paid. The Administrative Agent shall have received a Fee Letter, executed and delivered by notify the Company and the Administrative AgentLenders of the Effective Date, in a form reasonably satisfactory to the Administrative Agentand such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which that each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.029.07):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to receipt by the Administrative Agent shall have been made for of (x) this Agreement, executed by a duly authorized officer of the delivery Borrower and each other party hereto and (y) Notes in favor of additional each Bank requesting a Note, all executed counterparts, sufficient in number for distribution to by a duly authorized officer of the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoBorrower;
(b) The receipt by the Administrative Agent shall have received at least one executed counterpart of a certificate of an authorized officer of the Reimbursement Agreement from the Company and CitibankBorrower, and arrangements satisfactory to Citibank shall have been made for the delivery dated as of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following:
(i) a copy of resolutions of the Board of Directors of the Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents;
(eii) The a copy of the Articles of Incorporation of the Borrower, including any amendments thereto;
(iii) a copy of the Bylaws of the Borrower, including any amendments thereto;
(iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers of the Borrower executing any of the Transaction Documents;
(v) a certificate of corporate good standing of the Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; #100806096v13
(c) the Administrative Agent shall have received a customary legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP as New York counsel to the Borrower;
(d) receipt by the Administrative Agent of a certificate, signed by an authorized officer of the Borrower, dated the Effective Date and signed by in form and substance reasonably satisfactory to the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying that (i) the all representations and warranties of the Company set forth Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects respects, in each case as of the Effective Date (other than except to the extent any such representation or warranty which is qualified by materiality or material adverse effectexpressly stated to have been made as of a specific date, in which case, case such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing; and, (iii) no Material Adverse Effect has occurred since June 30, 2025, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder;
(fe) The the Borrower shall have paid to the Administrative Agent (i) for its own account and each Lender (and its Affiliates) shall have received for the account of the Banks, as applicable, all fees and other amounts due and payable on or prior to the Effective Date, Date as shall have been separately agreed upon in writing in the amounts so specified and (ii) the reasonable expenses of the Administrative Agent required under the Commitment Letter or any Transaction Document to be paid on or prior to the Effective Date (including, to the extent invoicedinvoiced at least two (2) Business Days prior to the Effective Date, reimbursement or payment reasonable fees and expenses of all out-of-pocket expenses required counsel to be reimbursed or paid the Administrative Agent) in connection with the Transactions, this Agreement and the other Transaction Documents;
(f) receipt by the Company hereunder.Administrative Agent of copies of the financial statements referred to in Section 5.09;
(g) The receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;
(h) receipt by the Administrative Agent, and any Bank requesting the same, at least five (5) Business Days prior to the Effective Date of a Beneficial Ownership Certification in relation to the Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested at least ten (10) Business Days prior to the Effective Date;
(i) the Lead Arranger (as defined in the Commitment Letter) shall have received a written notice from the Borrower that the Tranche B Commitments (as defined in the Commitment Letter) are reduced to $0;
(j) receipt by the Administrative Agent of a Solvency Certificate certifying that the Borrower and its Subsidiaries, on a consolidated basis as of the Effective Date, are Solvent; and #100806096v13
(k) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank 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 hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Bank prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Agreement (Spire Missouri Inc)
Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date shall be subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each delivery of the following conditions are satisfied (or waived in accordance with Section 9.02):documents satisfactory to the Agent:
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;This Amendment.
(b) The Administrative Agent shall have received at least one executed counterpart of A Guaranty from each Guarantor in substantially the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;form attached as Exhibit A hereto.
(c) The Administrative Agent shall have received a favorable written opinion (addressed A Note payable to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ DayFargo Bank, in a form reasonably satisfactory to the Administrative Agent;N.A.
(d) The Administrative Agent shall have received documents certificate of incorporation (certified by the Secretary of State of Delaware dated no earlier than 30 days prior to this Agreement) and certificates relating to the organization, existence and good standing by-laws of the Company, Borrower and all corporate action taken by the authorization Borrower authorizing this Amendment (including the resolutions of the Transactions, the incumbency Board of Directors of the persons executing this Agreement on behalf Borrower authorizing the transactions contemplated hereby), in each case, certified by the secretary or assistant secretary of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;Borrower.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer A certificate of the Company, confirming as secretary or assistant secretary of the Effective Date, that Borrower naming and setting forth the specimen signature of each of the officers of the Borrower (i) who is authorized to sign on its behalf this Amendment and (ii) who is (A) an Authorized Officer or (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the representations purposes of signing documents and warranties of the Company set forth in Article III of this Agreement are true giving notices and correct in all material respects other communications (other than any such representation or warranty which is qualified notices required to be given by materiality or material adverse effect, an Authorized Officer) in which case, such representation or warranty shall be true connection with this Agreement and correct in all respectsthe transactions contemplated hereby.
(f) A certificate of a senior officer of the Borrower dated the date of this Amendment to the effect that on and as of such date, except to : (i) no Default shall have occurred and be continuing; and (ii) the extent that any such representation representations and warranty expressly relates to an earlier date, warranties made by the Borrower in which case it shall be Section 6 of the Credit Agreement and Section 7 hereof are true and correct in all material respects with the same force and effect as if made on and as of such earlier date date.
(other than any such representation or warranty which is qualified by materiality or material adverse effectg) An opinion of internal counsel of the Borrower, substantially in which case, such representation or warranty shall be true and correct in all respects as the form of such earlier date)Exhibit B hereto.
(h) A good standing certificate from (i) the Borrower’s Federal Reserve Bank, and (ii) the Secretary of State of the Borrower’s state of incorporation shall have been delivered (in each of the foregoing cases, dated no Default has occurred and is continuing; andearlier than 30 days prior to this Agreement).
(fi) The Administrative articles of incorporation (also certified by the Secretary of State of each Guarantor’s state of organization dated no earlier than 30 days prior to this Agreement) and by-laws of each Guarantor and all corporate action taken by each Guarantor authorizing its Guaranty Agreement and the performance of its obligations thereunder (including the resolutions of the Board of Directors of such Guarantor authorizing the transactions contemplated by its respective Guaranty Agreement), in each case, certified by the secretary or assistant secretary of such Guarantor.
(j) A certificate of the secretary or assistant secretary of each Guarantor naming and setting forth the specimen signature of each of the officers of such Guarantor who is authorized to sign its Guaranty Agreement on its behalf (the Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable Bank may conclusively rely on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment such certificate until formally advised by a like certificate of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderany changes therein).
(gk) The Administrative A good standing certificate from the Secretary of State of each Guarantor’s state of incorporation, dated no earlier than 30 days prior to this Agreement.
(l) An opinion of internal counsel to each Guarantor in the form of Exhibit C attached hereto.
(m) Such other documents as the Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form may reasonably satisfactory to the Administrative Agentrequest.
Appears in 1 contract
Conditions to Effective Date. The obligations obligation of the Lenders each Lender to execute and deliver this Agreement and to make Loans its respective Commitments hereunder, is subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction or waiver (in accordance with Section 10.01) of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent:
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart ’s receipt of the Reimbursement Agreement from following, each of which shall be originals or facsimiles or “.pdf” or “tiff” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company and CitibankInitial Borrower each dated as of the Effective Date (or, and arrangements satisfactory to Citibank shall have been made for in the delivery case of additional executed counterpartscertificates of governmental officials, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of (i) the Senior Vice President), Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Initial Borrower):
(i) executed counterparts of this Agreement;
(eii) The such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Initial Borrower as the Administrative Agent shall have received may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of connection with this Agreement are true and correct in all material respects the other Loan Documents to which the Initial Borrower is a party or is to be a party;
(other than any iii) such representation documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that the Initial Borrower is duly organized or warranty which formed, and that the Initial Borrower is qualified by materiality or material adverse effectvalidly existing, in which casegood 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 representation or warranty shall be true and correct in all respects) on and as of such datequalification, except to the extent that any such representation failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and
(iv) a customary certificate of a Responsible Officer of the Initial Borrower with certifications with respect to the satisfaction of the conditions set forth in clauses (d) and warranty expressly relates (e) of this Section 4.01.
(b) The Initial Borrower shall have provided the documentation and other information reasonably requested in writing at least 10 days prior to an earlier datethe Effective Date by the Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Effective Date.
(c) The Administrative Agent’s receipt of (i) audited consolidated balance sheets of the Company and the Target and related statements of income, changes in equity and cash flows of the Company and the Target for the three (3) most recently completed fiscal years ended at least 90 days before the Effective Date in the case of the Company and 100 days before the Effective Date in the case of the Target and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (c)(i) above ended at least 45 days before the Effective Date in the case it of the Company and 50 days (or in the case of the fiscal quarter ending on June 30, 2012, 60 days) before the Effective Date in the case of the Target.
(d) The Major Representations shall be true and correct in all material respects as of such earlier date (other than and in all respects if any such representation or warranty which is already qualified by materiality or material adverse effectmateriality) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, such representation or warranty case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(ge) The No Major Default relating solely to the Initial Borrower shall exist. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement on or after the Effective Date 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 a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following:
(a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal certificate signed by any Authorized Officer and or Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming Company stating that as of the Effective Date, Date no Default exists and that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement V are true and correct in all material respects (other than any such representation or warranty which is except to the extent already qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on the Effective Date (except with respect to those representations and warranties made as of such a specific date, except to the extent that any such representation which representations and warranty expressly relates to an earlier date, in which case it warranties shall be true and correct in all material respects as of such earlier date);
(c) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company (or a certification by the Company that the Certificate of Incorporation has not been amended since the date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier datethe Existing Credit Agreement), and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware;
(iid) no Default has occurred copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws (or a certification by the Company that its By-Laws have not been amended since the date of the Existing Credit Agreement) and is continuingits Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents;
(e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the L/C Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the Company);
(f) a written opinion of the Company’s counsel, ▇▇▇▇▇ Day, addressed to the Administrative Agent, each L/C Issuer and the Lenders, in the form of Exhibit D;
(g) Committed Loan Notes for those Lenders that have requested Committed Loan Notes at least two Business Days prior to the date hereof;
(h) satisfactory evidence that those fees due to the Administrative Agent and the Lenders on the date the Company executes this Agreement and invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date have been paid in full or shall be paid substantially concurrently with closing; and
(fi) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoicedreasonably requested by the Administrative Agent of the Company in writing at least 10 Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, reimbursement for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and L/C Issuer shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid by other matter required thereunder unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender or L/C Issuer prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which that each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.029.07):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to receipt by the Administrative Agent shall have been made for the delivery of additional (x) this Agreement, executed counterpartsby a duly authorized officer of each Borrower and each other party hereto and (y) Notes in favor of each Bank requesting a Note, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoexecuted by a duly authorized officer of each Borrower;
(b) The receipt by the Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibanka certificate of an authorized officer of each Borrower, and arrangements satisfactory to Citibank shall have been made for the delivery dated as of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following:
(i) a copy of resolutions of the Board of Directors of such Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents;
(eii) The a copy of the Articles of Incorporation of such Borrower, including any amendments thereto;
(iii) a copy of the Bylaws of such Borrower, including any amendments thereto;
(iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents to which such Borrower is a party;
(v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation;
(c) receipt by the Administrative Agent shall have received of favorable opinions of (i) ▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers, and (ii) with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama;
(d) receipt by the Administrative Agent of a certificate, signed by an authorized officer of each Borrower, dated the Effective Date and signed by in form and substance reasonably satisfactory to the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying that (i) the all representations and warranties of the Company set forth such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects respects, in each case as of the Effective Date (other than except to the extent any such representation or warranty which is qualified by materiality or material adverse effectexpressly stated to have been made as of a specific date, in which case, case such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing; and, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2021, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder;
(fe) The Administrative Agent and each Lender (and its Affiliates) the Borrowers shall have received all paid (i) to ▇▇▇▇▇ Fargo Securities, U.S. Bank and JPMCB, the fees and other required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date, in the amounts due and payable on the Effective Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the ▇▇▇▇▇ Fargo Fee Letter, and (iii) all other fees of the Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under any other Transaction Document to be paid on or prior to the Effective Date, Date (including, to the extent invoicedinvoiced prior to the Effective Date, reimbursement or payment reasonable fees and expenses of all out-of-pocket expenses required counsel to be reimbursed or paid the Administrative Agent) in connection with this Agreement and the other Transaction Documents;
(f) receipt by the Company hereunder.Administrative Agent of copies of the financial statements referred to in Section 5.09;
(g) The receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;
(h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested at least ten Business Days prior to the Effective Date;
(i) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder;
(j) receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all accrued and unpaid interest and fees under the Existing Loan Agreement as of the Effective Date have been paid in full; and
(k) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank 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 hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Bank prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Loan Agreement (Spire Missouri Inc)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following:
(a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal certificate signed by any Authorized Officer and or Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming Company stating that as of the Effective Date, Date no Default exists and that (i) the representations and warranties of the Company set forth contained in Article III of this Agreement V are true and correct in all material respects (other than any such representation or warranty which is except to the extent already qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on the Effective Date (except with respect to those representations and warranties made as of such a specific date, except to the extent that any such representation which representations and warranty expressly relates to an earlier date, in which case it warranties shall be true and correct in all material respects as of such earlier date);
(c) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware;
(d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents;
(e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other than documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the L/C Issuers and the Lenders shall be entitled to rely until informed of any such representation or warranty which is qualified change in writing by materiality or material adverse effectthe Company);
(f) a written opinion of the Company’s counsel, Jones Day, addressed to the Administrative Agent, each L/C Issuer and the Lenders party hereto on the date hereof, in which case, such representation the form of Exhibit D;
(g) a Note for each Lender that has requested a Note at least two Business Days prior to the date hereof;
(h) satisfactory evidence that those fees due to the Administrative Agent and the Lenders on the date the Company executes this Agreement and invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date have been paid in full or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuingpaid substantially concurrently with closing; and
(fi) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoicedreasonably requested by the Administrative Agent of the Company in writing at least 10 Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, reimbursement for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and L/C Issuer shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid by other matter required thereunder unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender or L/C Issuer prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and executed by each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇▇ Day▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., in a form and substance reasonably satisfactory to the Administrative Agent;.
(dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;.
(d) The Administrative Agent shall have received the Disclosure Letter, dated the Effective Date and executed by the Company, and the Disclosure Letter shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date.
(f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Lettercertificate, executed in the form of Exhibit G, dated the Effective Date and delivered signed by the chief financial officer of the Company, certifying that the Company and the Administrative AgentSubsidiaries, in on a form reasonably satisfactory consolidated basis after giving effect to the Transactions that are to occur on such date, are solvent as of the Effective Date.
(h) All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement (other than any such letter of credit designated hereunder as an Existing Letter of Credit) shall have terminated or been canceled and all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative AgentAgent shall have received customary payoff documentation in respect thereof.
(i) The Lenders shall have received, (i) at least five Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Trimble Inc.)
Conditions to Effective Date. The obligations This Agreement shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied:
(a) The Administrative Agent Borrower shall have received at least one executed counterpart of this Agreement from notified each Lender and the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory Agent in writing as to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;proposed Effective Date.
(b) The Administrative Borrower shall have paid all reasonable invoiced fees and expenses of the Agent and the Lenders (including the fees and expenses of counsel to the Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received at least one executed counterpart for the account of each Lender a certificate signed by a duly authorized officer of the Reimbursement Agreement from the Company and CitibankBorrower, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of , stating that:
(i) the Senior Vice President, Chief Legal Officer The representations and Secretary warranties contained in Section 4.01 are correct on and as of the CompanyEffective Date, in a form reasonably satisfactory to the Administrative Agent and and
(ii) ▇▇▇▇▇ Day, in No event has occurred and is continuing that constitutes a form reasonably satisfactory to the Administrative Agent;Default or Event of Default.
(d) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and certificates governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) documents relating to the organization, existence and good standing of the CompanyBorrower.
(iv) A reasonably acceptable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the authorization general counsel of the TransactionsBorrower, substantially in the incumbency form of Exhibit D-1 hereto, and a reasonably acceptable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the persons executing this Agreement on behalf Borrower, substantially in the form of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;Exhibit D-2 hereto.
(ev) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that At least three (i3) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has requested at least ten (10) Business Days prior to the extent invoicedClosing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by including, if the Company hereunder.
(g) The Administrative Agent shall have received Borrower qualifies as a Fee Letter“legal entity customer” under the Beneficial Ownership Regulation, executed and delivered by the Company and the Administrative Agent, a Beneficial Ownership Certification in a form reasonably satisfactory relation to the Administrative AgentBorrower.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and CitibankGS Bank, and arrangements satisfactory to Citibank GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank GS Bank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Chief Legal Officer General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Senior Vice PresidentLoan Parties, Chief Legal Officer addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;Lenders.
(dc) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;.
(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as of compliance with the Effective Date, that (i) the representations and warranties of the Company conditions set forth in Article III paragraph (d) of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderSection.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ascena Retail Group, Inc.)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until on the first date on which each all of the following conditions are precedent have been satisfied (or waived in accordance with Section 9.02):10.01) on or prior to the Commitment Termination Date:
(a) The the Administrative Agent shall have received at least one the following:
(i) (x) an executed counterpart copy of this Agreement from the Companyand (y) Notes for those Lenders, the Administrative Agentif any, the Issuing Bank and each Lender, and arrangements satisfactory that have requested Notes at least two Business Days prior to the Administrative Agent shall have been made for Effective Date;
(ii) (x) a copy of the delivery Certificate of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and Incorporation of the Company, together with all Schedules amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company and Exhibits thereto(y) a certificate of good standing with respect to the Company, certified on or within ten Business Days prior to the Effective Date by the Secretary of State of Delaware;
(biii) The Administrative Agent shall have received at least one executed counterpart of copies, certified by any Authorized Officer or the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary or Assistant Secretary of the Company, in a form reasonably satisfactory to of its By-Laws and its Board of Directors’ Resolutions, authorizing the Administrative Agent execution, delivery and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to performance of the Administrative Agent;Loan Documents; and
(div) The Administrative Agent shall have received documents and certificates relating to an incumbency certificate, executed by any Authorized Officer or the organization, existence and good standing Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the authorization signature of the Transactions, the incumbency officers of the persons executing Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on behalf which the Lenders shall be entitled to rely until informed of any change in writing by the Company); and
(b) all costs, all fees, expenses (including, without limitation, legal fees and expenses) and the fees contemplated by the Fee Letter, in form and substance reasonably satisfactory each case, to the Administrative Agent;
(e) The extent invoiced by the Administrative Agent shall have received a certificate, dated to the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of Company at least two Business Days prior to the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable been paid, on or prior to the Effective Date, includingin each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required by the Loan Documents to be reimbursed paid on or paid by prior to the Company hereunder.
(g) The Effective Date. 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 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder unless the Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations effectiveness of the Lenders to make Loans this Credit Agreement is subject to the Company and satisfaction of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each such of the following conditions are satisfied (on or prior to the Effective Date as shall not have been expressly waived in accordance with Section 9.02):9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(a) The the Administrative Agent shall have received at least one executed counterpart counterparts of this Credit Agreement from signed by each of the Company, parties hereto;
(b) the Administrative Agent, the Issuing Bank Agent and each LenderLender shall have received legal opinions of counsel to the Borrower with respect to the Parent and the Borrower, addressed to the Administrative Agent and arrangements the Lenders, in form and substance satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoLenders;
(bc) The the Administrative Agent shall have received at least one executed counterpart the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Credit Party, certified as of a recent date by the applicable Secretary of State of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery state of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits theretoformation of such Credit Party;
(cd) The the Administrative Agent shall have received a favorable written opinion certificate of good standing (addressed or certificate of similar meaning) with respect to each Credit Party issued as of a recent date by the Administrative Agentapplicable Secretary of State of the state of formation of such Credit Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, the Issuing Bank and the Lenders and dated the Effective Dateas applicable) of (i) the Senior Vice President, Chief Legal Officer each state in which such Credit Party is required to be so qualified and Secretary of the Company, in where failure to be so qualified could reasonably be expected to have a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative AgentMaterial Adverse Effect;
(e) The the Administrative Agent shall have received a certificatecertificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party with respect to each of the officers of such Credit Party authorized to execute and deliver the Credit Documents to which such Credit Party is a party and, dated in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Loan Notices;
(f) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party of (A) the by-laws or similar governing document of each Credit Party and (B) all corporate, limited liability company, partnership or other necessary action taken by such Credit Party to authorize the execution, delivery and performance of the Credit Documents to which it is a party;
(g) the Administrative Agent and the Lenders shall have been paid all fees due and payable on the Effective Date in connection herewith (including fees and signed by expenses of counsel);
(h) Parent, the PresidentBorrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, a Vice President collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to Parent, the Borrower or a Financial Officer of the Companyeach such Subsidiary, confirming as of in each case, at least five (5) Business Days prior to the Effective Date, that ; and
(i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent Borrower and each Lender (and its Affiliates) other Credit Party shall have received all fees and other amounts due and payable on or provided, at least five (5) Business Days prior to the Effective Date, includingall information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent invoiced, reimbursement or payment requested in writing of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
Borrower at least ten (g10) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory days prior to the Administrative AgentEffective Date.
Appears in 1 contract
Sources: Term Loan Agreement (Healthcare Trust of America Holdings, LP)
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and executed by each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇▇ Day▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., in a form and substance reasonably satisfactory to the Administrative Agent;.
(dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the #96405571v11 organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;.
(d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and.
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof.
(g) The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall have received a Fee Letter, executed and delivered by notify the Company and the Administrative AgentLenders of the Effective Date, in a form reasonably satisfactory to the Administrative Agentand such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Trimble Inc.)
Conditions to Effective Date. The obligations effectiveness of this Agreement on the Lenders Effective Date is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent:
(a) The Administrative Agent shall have received at least one each of the following, each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer, each dated the Effective Date (or, in the case of this Agreement from certificates of governmental officials, a recent date before the Company, the Administrative Agent, the Issuing Bank Effective Date) and each Lender, in form and arrangements substance reasonably satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders:
(i) executed counterparts of additional this Agreement; and
(ii) a Note executed counterparts, sufficient by the Company in number for distribution favor of each Lender that has requested a Note at least three Business Days prior to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits theretoEffective Date;
(b) The Administrative Agent shall have received at least one executed counterpart received:
(i) copies of the Reimbursement resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of the Company authorizing the Transactions to which the Company is a party, certified as of the Effective Date by the Secretary or an Assistant Secretary of the Company;
(ii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by the Company hereunder;
(iii) the articles or certificate of incorporation of the Company as in effect on the Effective Date, certified by the Secretary of State of its state of incorporation or organization as of a recent date;
(iv) the bylaws or equivalent document of the Company as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Effective Date; and
(v) a certificate of good standing for the Company from the Company and CitibankSecretary of State (or similar, and arrangements satisfactory to Citibank shall have been made for the delivery applicable Governmental Authority) of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;its state of incorporation or organization as of a recent date.
(c) [Reserved].
(d) The Administrative Agent shall have received a favorable customary written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) the Senior Vice Presidentfrom ▇▇▇▇▇▇▇▇, Chief Legal Officer and Secretary of the CompanyLipton, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day& ▇▇▇▇ LLP, in a form reasonably satisfactory to counsel for the Administrative Agent;Company.
(de) [Reserved].
(f) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement a certificate signed by a Responsible Officer on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying as to the matters set forth in Sections 4.01(h).
(g) The Company shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received written requests therefor at least ten (i10) Business Days prior to the Effective Date.
(h) The representations and warranties of the Company set forth contained in Article III of this Agreement 5 or any other Loan Document, or which are true and correct contained in all material respects any document furnished at any time under or in connection herewith or therewith, (other than any such representation or warranty x) which is are not qualified by as to materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effectdate, in which case, such representation or warranty case they shall be true and correct in all respects material respects, or true and correct, as the case may be, as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations effectiveness of the Lenders this credit facility is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction or waiver of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent:
(a) The Administrative Agent Agent’s (or its counsel) receipt of the following, each of which shall have received at least one be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer of this Agreement from the CompanyBorrower (as applicable), each dated the Administrative AgentEffective Date (or, in the Issuing Bank case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance reasonably satisfactory to the Administrative Agent shall and the Arranger:
(i) executed counterparts of this Agreement;
(ii) 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;
(iii) 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 been made for a Material Adverse Effect;
(iv) a favorable opinion letter of Sidley Austin LLP, counsel to the delivery of additional executed counterpartsBorrower, sufficient in number for distribution addressed to the Administrative AgentAgent and each Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;
(v) 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 Issuing BankEffective Date and (B) the current Debt Ratings (if any); and
(vi) such other assurances, certificates, documents, consents or opinions as the Lenders and Administrative Agent or the Company, together with all Schedules and Exhibits thereto;Arranger reasonably may require.
(b) The Administrative Agent shall have received received, at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
three (c3) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective 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 any Lender) at least ten (10) Business Days prior to the Effective Date.
(c) Any fees required to be paid on or before the Effective Date shall have been paid.
(d) 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 invoicedinvoiced at least three Business Days prior to the Effective Date, reimbursement 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, each Lender that has signed this Agreement shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations of No Lender and neither the Lenders Administrative Agent nor the Collateral Custodian shall be obligated to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective take, fulfill or perform any other action hereunder, until the date on which each of the following conditions are satisfied (to the initial effectiveness of the Transaction Documents have been satisfied, in the sole discretion of, or waived in accordance with Section 9.02):writing, by the Administrative Agent:
(a) The Administrative Agent shall have received at least one executed counterpart of this This Agreement from and the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent other Transaction Documents shall have been made for the delivery of additional duly executed counterpartsby, sufficient in number for distribution to the Administrative Agentand delivered to, the Issuing Bank, the Lenders parties hereto and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart satisfactory evidence that the Borrower, the Equityholder, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits theretotransactions contemplated hereby or thereby;
(c) The Borrower, the Equityholder and the Collateral Manager shall each have delivered to the Administrative Agent a certification in the form of Exhibit D, and such certification shall, with respect to the Borrower, include a representation that the Borrower has neither incurred nor suffered to exist any Indebtedness as of the Effective Date (for the avoidance of doubt, other than Indebtedness incurred hereunder) and there are no judgments or tax lien filings against the Borrower;
(d) The Borrower shall have delivered to the Administrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C;
(e) The Borrower and the Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Termination Event has occurred and is continuing;
(f) The Administrative Agent shall have received the executed legal opinion or opinions of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Equityholder, the Transferor and the Collateral Manager, covering (A) authority (of the Borrower, the Equityholder, the Transferor and the Collateral Manager), (B) enforceability of this Agreement and the other Transaction Documents (of the Borrower, the Equityholder, the Transferor and the Collateral Manager) and (C) UCC, perfection and the 1940 Act with respect to the Borrower, the Equityholder and the Transferor and, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(g) The Administrative Agent shall have received the executed legal opinion or opinions of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Loan Parties, covering true sale and non-consolidation matters, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(h) The Administrative Agent shall have received the executed legal opinion or opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Collateral Custodian in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(i) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Fee Letter as of the date of its execution;
(j) The Borrower, the Collateral Manager, the Securities Intermediary and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter as of the date of its execution;
(k) Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender;
(l) The Administrative Agent shall have received a favorable written opinion secretary’s (addressed to the Administrative Agentor managers’, the Issuing Bank and the Lenders and dated the Effective Dateas applicable) certificate of each Loan Party (i) the Senior Vice President, Chief Legal Officer and Secretary that includes a copy of the Companyresolutions, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, general partner(s), manager(s) or member(s) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers or other authorized persons of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of such Loan Party in the jurisdiction of its organization, which certificates shall be in form and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party;
(em) The Administrative Agent shall have received the results of a certificaterecent search by a Person satisfactory to the Administrative Agent, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the CompanyUCC, confirming as judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Effective Date, that (i) Loan Parties and the representations and warranties results of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty search shall be true and correct in all respects) on and as of such date, except satisfactory to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; andAdministrative Agent;
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(gn) The Administrative Agent shall have received a Fee Letter, executed (i) all documentation and delivered other information reasonably requested at least five (5) Business Days prior to the Effective Date by the Company Administrative Agent in its sole discretion with respect to the Borrower and the Administrative AgentCollateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification with respect to the Borrower, in a each case, in form and substance reasonably satisfactory to the Administrative Agent; and
(o) The representations and warranties contained in Section 4.1 and Section 4.2 are true, correct and complete in all respects on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true, correct, and complete as of such date) and each of the covenants, agreements and undertakings contained in Section 5.1, Section 5.2, Section 5.3 and Section 5.4 are in compliance on and as of the Effective Date.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary General Counsel of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.. 51 ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company | Credit Agreement
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Revolving Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative each Agent, the each Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative AgentAgents, the Issuing BankBanks, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J. ▇▇▇▇▇▇▇ Day▇▇▇▇▇▇▇, in a form reasonably satisfactory ▇▇, general counsel to the Administrative AgentCompany, substantially in the form of Exhibit C;
(dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company and any other legal matters relating to the Company, this Agreement or the Transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent;
(ed) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance as of the Effective Date, that (i) Date with the representations and warranties of the Company conditions set forth in Article III of this Agreement are true and correct in all material respects paragraphs (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respectsa) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (iib) no Default has occurred and is continuing; andof Section 4.02;
(fe) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.;
(gf) The Administrative Agent Commitments under the Existing Credit Agreement shall have received a Fee Letterbeen terminated, executed all principal, interest, fees and delivered by the Company other amounts outstanding, accrued or otherwise owing thereunder shall have been paid and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.all letters of credit outstanding thereunder shall have expired or been terminated or shall be Existing Letters of Credit;
Appears in 1 contract
Conditions to Effective Date. The obligations of This Agreement and the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following:
(a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, Company and the Administrative Agent, other parties hereto;
(b) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Issuing Bank Company stating that as of the Effective Date no Default exists and each Lender, that the representations and arrangements satisfactory warranties contained in Article V are true and correct in all material respects (except to the Administrative Agent extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall have been made for be true and correct in all material respects as of such date);
(c) a copy of the delivery Certificate of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and Incorporation of the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of amendments, certified by any Authorized Officer or the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary or Assistant Secretary of the Company, in and a form reasonably satisfactory certificate of good standing with respect to the Administrative Agent Company, certified on or within ten (10) Business Days prior to the date hereof by the Secretary of State of Delaware;
(d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents;
(iie) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, instruments, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company);
(f) a written opinion of the Company’s counsel, ▇▇▇▇▇ Day, in a form reasonably satisfactory addressed to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organizationLenders, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(eg) The Notes for those Lenders, if any, that have requested Notes at least two (2) Business Days prior to the date hereof;
(h) satisfactory evidence that all costs, fees and expenses (including, without limitation, legal fees and expenses) due to the Administrative Agent shall have received a certificate, dated and the Lenders on the date hereof and invoiced by the Administrative Agent to the Company at least two (2) Business Days prior to the Effective Date and signed by the President, a Vice President have been paid in full or a Financial Officer of the Company, confirming as of the Effective Date, that shall be paid substantially concurrently with closing;
(i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects at least three (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects3) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoiced, reimbursement or payment reasonably requested by the Administrative Agent of all out-of-pocket expenses the Company in writing at least ten (10) Business Days prior to the Effective Date; and
(j) an executed Farm Services of America ACA Stock Purchase Agreement and other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. 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 shall be reimbursed deemed to have consented to, approved or paid by accepted or to be satisfied with, each document or other matter required hereunder unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the Administrative Agentproposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Guarantor in existence on the Administrative date hereof, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative AgentAgents, the Issuing Bank, the Lenders and the Company, together with all Exhibits and Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President), Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Agent and (ii) ▇▇▇▇▇ DayLoan Parties, in a form reasonably satisfactory to the Administrative Agent;
(dc) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the CompanyCompany and Hovnanian, the authorization of the Transactions, the incumbency of the persons executing this Agreement each Loan Document on behalf of the Companyeach Loan Party, all in form and substance reasonably satisfactory to the Administrative Agent;
(ed) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company and Hovnanian set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(fe) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;this Agreement.
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel for the Senior Vice PresidentLoan Parties, Chief Legal Officer addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;Lenders.
(dc) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;.
(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing.
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as of compliance with the Effective Date, that (i) the representations and warranties of the Company conditions set forth in Article III paragraph (d) of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; andSection.
(f) The Lenders and the Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderApproved Budget.
(g) The Administrative Agent, for its benefit and the benefit of each other Secured Party, shall have been granted a perfected lien on the Collateral by the Order on the terms and conditions set forth herein and in the other Loan Documents.
(h) The Administrative Agent shall have received the results of a Fee Lettersearch of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions reasonably requested by the Administrative Agent.
(i) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” rules and regulations, including the USA Patriot Act, to include a duly executed IRS Form W-9 or such other applicable IRS Form for each Borrower, at least three Business Days prior to the Effective Date to the extent such information was requested at least 10 Business Days prior to the Effective Date.
(j) The Collateral Agreement each shall have been duly executed and delivered by each party thereto, and shall be in full force and effect.
(k) The Administrative Agent shall have received (i) unaudited interim consolidated financial statements of the Company Parent Borrower for each fiscal month ended after the fiscal quarter ending February 1, 2020 through the end of June 30, 2020 and (ii) unaudited financial statements for the fiscal quarter ended May 2, 2020.
(l) Since the Petition Date, other than those events or circumstances arising from the commencement of the Cases, there has been no event or circumstance, either individually or in the aggregate, that has or could reasonably be expected to have a Material Adverse Effect.
(i) the Administrative AgentAgent shall have received drafts of the “first day” pleadings for the Cases, in a each case, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) all motions, orders (including the “first day” orders and the Cash Management Order) and other documents to be filed with and submitted to the Court on the Petition Date shall be in form and substance reasonably satisfactory to the Administrative Agent, and the Court shall have approved and entered all “first day” orders, including, without limitation, the Cash Management Order.
(n) No trustee, receiver or examiner with expanded powers shall have been appointed in any of the Chapter 11 Cases.
(o) The Pre-Petition Agent and the Pre-Petition Lenders shall have each received adequate protection in respect of the Liens securing their respective Pre-Petition Lender Obligations pursuant to the Order. The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until the date on which each unless all of the following conditions are precedent have been satisfied (or waived in accordance with Section 9.02):10.01) on or prior to the applicable Commitment Termination Date:
(a) The Administrative Agent Agent’s receipt of the following, each of which shall have received at least one be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer, each dated the Effective Date (or, in the case of this Agreement from certificates of governmental officials, a recent date before the Company, the Administrative Agent, the Issuing Bank Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders:
(i) (x) executed counterparts of additional executed counterpartsthis Agreement signed on behalf of each party hereto, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders each Lender and the CompanyBorrower or (y) 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) certified copies of resolutions or other action, together incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with all Schedules this Agreement and Exhibits theretothe other Loan Documents;
(iii) certified copies of the Borrower’s Organization Documents and certificates of good standing in the Borrower’s jurisdiction of incorporation; and
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and CitibankArrangers, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable invoiced expenses required to be paid on or prior to the Effective Date, includingDate pursuant this Agreement and the other Loan Documents, to the extent invoicedinvoiced at least two Business Days prior to the Effective Date. Promptly upon the occurrence thereof, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by notify the Company Borrower and the Administrative AgentLenders that the Effective Date has occurred, in a form reasonably satisfactory to the Administrative Agentand such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):): 40 ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company | Credit Agreement
(a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Chief Legal Officer General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuing; and
(f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent shall have received at least one be a condition precedent to the RPS Acquisition Term Loan Commitments of each RPS Acquisition Term Loan Lender) unless otherwise specified, each properly executed counterpart by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the RPS Acquisition Term Loan Lenders:
(i) executed counterparts of this Agreement from the Companyby each Loan Party, the Administrative Agent, the Issuing Bank Required Lenders (as defined in the Existing Credit Agreement) and the RPS Acquisition Term Loan Lenders;
(ii) Notes executed by the Company in favor of each Lender, RPS Acquisition Term Loan Lender requesting Notes;
(iii) favorable opinions of (x) Hogan Lovells LLP and arrangements (y) in-house counsel to the Company and the Subsidiary Guarantors (each in form and substance satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Company and the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Schedules and Exhibits thereto;
(b) The Administrative Agent shall have received at least one executed counterpart of the Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto;
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) the Senior Vice President, Chief Legal Officer and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Dayeach Lender, in a form reasonably satisfactory as to customary matters concerning the Administrative AgentCompany and the Subsidiary Guarantors and the Loan Documents;
(div) The Administrative Agent shall have received documents (x) a certificate of a Responsible Officer of the Company and certificates relating each Subsidiary Guarantor attaching (A) each Organization Document of such Loan Party certified, to the organizationextent applicable, existence as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of such Loan Party authorizing, among other things, the execution, delivery and good standing performance of this Agreement and the other Loan Documents (including in respect of the Company, the authorization borrowing of the TransactionsRPS Acquisition Term Loans hereunder), and the RPS Transactions and (C) an incumbency certificate certifying the names and true signatures of the persons executing officers of such Loan Party entitled to sign this Agreement on behalf of and the Companyother Loan Documents, all in each case, in form and substance reasonably satisfactory to the Administrative Agent;
Agent and (ey) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of good standing certificate for the Company set forth in Article III and each Subsidiary Guarantor from its jurisdiction of this Agreement are true and correct in all material respects (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that any such representation and warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date), and (ii) no Default has occurred and is continuingits incorporation; and
(fv) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto.
(b) The Lenders, Administrative Agent and each Lender (and its Affiliates) the Arrangers shall have received all fees required to be paid under this Agreement and other amounts due and payable the RPS Fee Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, includingand all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date.
(c) The Administrative Agent and each Lender shall have received at least 5 Business Days prior to the Effective Date to the extent invoicedrequested at least 10 Business Days prior to the Effective Date (i) all documentation and other information requested by the Administrative Agent or such Lender, reimbursement as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) with respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. 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, Section 4.02, Section 4.03 or payment of all out-of-pocket expenses required Section 4.04 each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunder.
(g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the Company and the Administrative Agent, in a form reasonably satisfactory notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Administrative AgentAgent confirms that the Effective Date has occurred on the date of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Tetra Tech Inc)