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 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2; (c) 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 satisfactory to the Administrative Agent; (d) 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 on and as of such date and (ii) no Default has occurred and is continuing; and (e) 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.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans each Bank under this Agreement are subject to the Company and satisfaction of the Issuing Bank to issue conditions set forth in Section 3.02 and receipt by the Letter of Credit for the account of the Company shall not become effective until the date on which each Administrative Agent of the following conditions are satisfied (or waived in accordance with Section 9.02sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) The Administrative Agent shall have received at least one executed counterpart a written letter agreement evidencing the termination of this the Fifth Amended and Restated Credit Agreement from the Companydated as of November 23, each Agent1999 among Mohawk Industries, the Issuing Bank and each LenderInc., SunTrust Bank, 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 Agents, the Issuing Wachovia Bank, the Lenders National Association, and the Company, together with all Exhibits any other lenders party thereto;
(b) The Administrative Agent shall have received from each of the parties hereto a favorable written duly executed counterpart of this Agreement;
(c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04;
(d) an opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇▇ & Bird LLP, Vice Presidentcounsel for the Borrower, General Counsel and Secretary dated as of the CompanyEffective Date, substantially in the form of Exhibit E-1 B;
(e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion;
(f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) J▇▇▇▇ Daythat no Default has occurred and is continuing on the Effective Date, substantially (ii) that the representations and warranties of the Borrower contained in Article IV are true on and as of the form Effective Date, and (iii) in detail satisfactory to the Administrative Agent, the amount of Exhibit E-2all outstanding Debt as of the Effective Date;
(cg) The all documents which the Administrative Agent shall have received documents and certificates or any Bank may reasonably request relating to the organization, existence and good standing of the CompanyBorrower, the authorization corporate authority for and the validity of the TransactionsLoan Documents to which the Borrower is a party, the incumbency of the persons executing this Agreement on behalf of the Companyand any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received , including, without limitation, a certificatecertificate of incumbency of the Borrower, dated the Effective Date and signed by the President, a Vice President Secretary or a Financial Officer an Assistant Secretary of the CompanyBorrower, confirming certifying as to the names, true signatures and incumbency of the Effective Dateofficer or officers of the Borrower, that authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the representations and warranties its Certificate of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and Incorporation, (ii) no Default has occurred and is continuing; and
its Bylaws, (eiii) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior a certificate of the Secretary of State of the State of Delaware as to the Effective Dategood standing of the Borrower as a Delaware corporation, includingand (iv) the action taken by its Board of Directors (or a duly authorized committee thereof) authorizing its execution, delivery and performance of the Loan Documents to the extent invoicedwhich it is a party; and (h) a Notice of Borrowing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderif necessary.
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 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 AgentsAdministrative 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, the General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (iii) J▇▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(cd) 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;
(de) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(ef) 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 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, each 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 Agents, the Issuing Bank, the Lenders and the Company, together with all 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 for the account of each Lender a favorable written opinion (addressed to certificate signed by a duly authorized officer of the Administrative AgentCompany, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice Presidentstating that the Specified Representations, General Counsel other than Section 4.01(n), are correct on and Secretary as of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;Effective Date.
(ce) The Administrative Agent shall have received on or before the Effective Date (x) the 3-Year Tranche Notes to the extent 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 extent requested at least three Business Days in advance of the Effective Date.
(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 CompanyCompany hereto on the Effective Date, and authorization by the authorization Board of Directors or other similar governing body of the Transactions, the incumbency Company of the persons executing this Agreement on behalf 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 Companyother Loan Documents, all in form and substance satisfactory to the Administrative Agent;as applicable.
(dg) The Administrative Agent 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 Secretary or an Assistant Secretary or comparable officer of the Company set forth in Article III certifying the names and true signatures of the officers of the Company authorized to sign this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andthe other Loan Documents.
(eh) 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 a favorable opinions of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder(x) ▇▇▇▇ ▇.
Appears in 1 contract
Sources: Credit Agreement (International Flavors & Fragrances Inc)
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, each 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 AgentsAdministrative 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 GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, the General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (iii) J▇▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(cd) 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;
(de) 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 on and as of such date and (ii) no Default has occurred and is continuing; and;
(ef) 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, executed by each Agent, the Issuing Bank and 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement.
(b) 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) L.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇ & ▇▇▇▇ Day▇▇▇, substantially P.C., in form and substance reasonably satisfactory to the form of Exhibit E-2;Administrative Agent.
(c) 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 on and as of such date and (ii) no Default has occurred and is continuing; and.
(ef) 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 notify the Company 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 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 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 AgentsAdministrative 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 GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to 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) L.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (iii) J▇▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(cd) 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;
(de) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(ef) 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 as of the Lenders to make Loans to the Company and Amendment Effective Date when all 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 set forth in accordance with this Section 9.02):4 have been satisfied.
(a) The Administrative Agent shall have received at least one executed counterpart or more counterparts of this Agreement from Agreement, duly executed and delivered by the Company, each AgentBorrower, 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 Agents, the Issuing Bank, the Lenders Guarantors and the Company, together with all Exhibits thereto;requisite Lenders.
(b) The Administrative Agent shall have received a favorable written opinion (addressed All fees and expenses due and owing to the Administrative AgentFTI Consulting, the Issuing Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of ▇ LLP invoiced at least one (1) Business Day prior to the Company, substantially in Amendment Effective Date shall have been paid or reimbursed by the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;Borrower.
(c) The Administrative Agent shall have received documents representations and certificates relating to the organization, existence warranties in Section 5 below are true and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, correct in all in form and substance satisfactory to the Administrative Agent;material respects.
(d) The Administrative Agent shall have received a certificatecertificate dated as of the date hereof, dated the Effective Date and signed duly executed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower, confirming certifying as of to the Effective Date, that matters described in item (ic) above and such other matters as the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent shall reasonably request.
(e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees a forbearance fee equal to $500,000 to be distributed to those Lenders that have executed this Agreement on or before 5:00 p.m. (Eastern Time) on June 30, 2015 in accordance with each such Lender’s pro rata share of such fee.
(f) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall have received an evergreen retainer of $250,000.
(g) All legal matters and other amounts due diligence in connection with this Agreement and payable on or prior the other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Effective DateAdministrative Agent, including, and there shall have been furnished to the extent invoicedAdministrative Agent, reimbursement or payment of all out-of-pocket expenses required at the Borrower’s expense, such agreements and other documents, information and records with respect to be reimbursed or paid by the Company hereunderLoan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent in its sole discretion, as the Administrative Agent may reasonably have requested for that purpose.
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, each 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 AgentsAdministrative 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) L.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (iii) J▇▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(cd) 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;
(de) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(ef) 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, each 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 Agents, the Issuing Bank, the Lenders and the Company, together with all 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 for the account of each Lender a favorable written opinion (addressed to certificate signed by a duly authorized officer of the Administrative AgentCompany, the Issuing Bank and the Lenders and dated the Effective Date) of , stating that:
(i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel The representations and Secretary warranties contained in Section 4.01 are correct on and as of the CompanyEffective Date, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;and
(cii) No event has occurred and is continuing that constitutes a Default.
(e) The Administrative 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 CompanyCompany hereto on the Effective Date, and authorization by the authorization Board of Directors or other similar governing body of the Transactions, the incumbency Company of the persons executing this Agreement on behalf 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 Companyother Loan Documents, all in form and substance satisfactory to the Administrative Agent;as applicable.
(dg) The Administrative Agent shall have received a certificatecertificate 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 opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of counsel for the Company, confirming in a form reasonably satisfactory to the Agent and as of to such other matters as any Lender through the Effective Date, that Agent may reasonably request.
(i) The lead arranger under the representations and warranties Bridge Commitment Letter shall have received a certificate of an officer of the Company set forth in Article III of confirming that this Agreement are true and correct in all material respects on and as constitutes a “Qualifying Bank Facility” for the purposes of such date and (ii) no Default has occurred and is continuing; and
(e) 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.
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 shall have received at least one executed counterpart Agent’s receipt of this Agreement from the Companyfollowing, each Agentof which shall be originals, facsimiles or electronic (pdf.) transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Issuing Bank Borrower, each dated the Effective Date (or, in the 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 Agent, its legal counsel and each of the delivery Lenders:
(i) executed counterparts of additional executed counterpartsthis Agreement, sufficient in number for distribution to the AgentsAdministrative Agent, the Issuing Bank, the Lenders each Lender and the Company, together with all Exhibits theretoBorrower;
(bii) The Notes executed by the Borrower in favor of each Lender requesting Notes;
(iii) 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 to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇ ▇▇▇▇ Dayand ▇▇▇▇ LLP, substantially counsel to the Borrower, addressed to the Administrative Agent and each Lender, in the form of set forth in Exhibit E-2E;
(cvi) 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 satisfactory to the Administrative Agent;
(d) 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 on and as of such date and (iib) no Default has occurred and is continuing; and
(e) 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.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, 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;
(b) 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (i) J▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(e) 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.
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 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, each 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 Agents, the Issuing Bank, the Lenders and the Company, together with all 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 for the account of each Lender a favorable written opinion (addressed to certificate signed by a duly authorized officer of the Administrative AgentBorrower, the Issuing Bank and the Lenders and dated the Effective Date) of , stating that:
(i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel The representations and Secretary warranties contained in Section 4.01 are correct on and as of the CompanyEffective Date, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;and
(cii) No event has occurred and is continuing that constitutes a 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 satisfactory to the Administrative Agent;Exhibit D-2 hereto.
(dv) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(e) 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 including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to be reimbursed or paid by the Company hereunderBorrower.
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, 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 Agents, the Issuing BankBanks, the Lenders and the Company, together with all Exhibits thereto;
(b) 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) L.J. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President▇▇, General Counsel and Secretary of general counsel to the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2C;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 on and as of such date paragraphs (a) and (iib) no Default has occurred and is continuing; andof Section 4.02;
(e) 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.;
(f) The Commitments under the Existing Credit Agreement shall have been terminated, all principal, interest, fees and other amounts outstanding, accrued or otherwise owing thereunder shall have been paid and 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 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, 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;
(b) 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) L.▇. T▇▇▇▇▇▇▇ H▇▇▇ LLP, Vice President, General Counsel and Secretary of counsel to the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2Administrative Agent;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 on and as of such date, except to the extent any such representation or warranty expressly refers to another date and (ii) no Default has occurred and is continuing; and
(e) 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.
Appears in 1 contract
Sources: Credit Agreement (Polyone Corp)
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, 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;
(b) 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 (except to the 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 be true and correct in all material respects as of such 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;
(iie) no Default 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, Jones Day, addressed to the Administrative Agent, each L/C Issuer and the Lenders party hereto on the date hereof, in the form of Exhibit D;
(g) a Note for each Lender that has occurred 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 is continuingthe 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
(ei) 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 hereunderAdministrative Agent shall have received notice from such Lender or L/C Issuer prior to the proposed 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, each 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoexecuted by a duly authorized officer of each Borrower;
(b) The receipt by the Administrative Agent shall have received of a favorable written opinion (addressed certificate of an authorized officer of each Borrower, dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the Issuing Bank 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 Lenders other Transaction Documents;
(ii) 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 dated title and bear the Effective Datesignatures 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 of favorable opinions of (i) L.▇. ▇▇▇▇▇▇▇▇▇ LLP, Vice Presidentspecial counsel to the Borrowers, General Counsel and Secretary (ii) with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Company, substantially Borrowers that is licensed to practice law in the form State of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;
(c) 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 satisfactory to the Administrative AgentAlabama;
(d) The receipt by the Administrative Agent shall have received 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 on respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date and date), (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;
(e) 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 reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Agreement and the other Transaction Documents;
(f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09;
(g) 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 all out-of-pocket expenses required the proceeds of any Loans to be reimbursed or paid made hereunder;
(j) receipt by the Company hereunderAdministrative 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 notice from such Bank prior to the proposed 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 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, 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoRequired Lenders duly executed counterparts of this Agreement;
(b) 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) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 Credit Parties contained herein shall be true and correct in Article III all material respects as of this Agreement are the Effective Date (except to the extent such representations and warranties expressly relating to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andearlier date);
(ec) 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 hereunderBorrower 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;
(d) 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 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 Cash 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, 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 to the Administrative Agent, for further distribution to the Lenders, 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 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, executed by each Agent, the Issuing Bank and 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement.
(b) 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) L.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇ & ▇▇▇▇ Day▇▇▇, substantially P.C., in form and substance reasonably satisfactory to the form of Exhibit E-2;Administrative Agent.
(c) 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 on and as of such date and (ii) no Default has occurred and is continuing; and.
(eg) The Administrative Agent and each Lender (and its Affiliates) shall have received all a certificate, in the form of Exhibit G, dated the Effective Date and signed by the chief financial officer of the Company, certifying that the Company and the Subsidiaries, on a 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 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.
(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 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 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 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, each 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 Agentsand delivered to, the Issuing Bank, the Lenders parties hereto and the Company, together with all Exhibits thereto;
(b) The Administrative Agent shall have received a favorable written opinion 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 transactions contemplated hereby or thereby;
(addressed c) The Borrower, the Equityholder and the Collateral Manager shall each have delivered to the Administrative AgentAgent 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 Issuing Bank Equityholder, the Transferor and the Lenders Collateral Manager, covering (A) authority (of the Borrower, the Equityholder, the Transferor and dated the Effective DateCollateral Manager), (B) enforceability of this Agreement and the other Transaction Documents (iof the Borrower, the Equityholder, the Transferor and the Collateral Manager) L.▇. 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 ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇▇▇ Day& ▇▇▇▇▇▇, substantially P.A., counsel to the Loan Parties, covering true sale and non-consolidation matters, in form and substance acceptable to the form of Exhibit E-2Administrative Agent in its reasonable discretion;
(ch) The Administrative Agent shall have received documents the executed legal opinion or opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Collateral Custodian in form and certificates relating substance acceptable to the organizationAdministrative Agent in its reasonable discretion;
(i) The Borrower and the Administrative Agent shall have executed the Fee Letter, existence 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 secretary’s (or managers’, as applicable) certificate of each Loan Party (i) that includes a copy of the resolutions, 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 Companyjurisdiction of its organization, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all which certificates shall be in form and substance satisfactory to the Administrative AgentAgent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party;
(dm) The Administrative Agent shall have received the results of a certificaterecent search by a Person satisfactory to the Administrative Agent, dated of the UCC, 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 Loan Parties and the results of such search shall be satisfactory to the Administrative Agent;
(n) The Administrative Agent shall have received (i) all documentation and other information reasonably requested at least five (5) Business Days prior to the Effective Date and signed by the PresidentAdministrative Agent in its sole discretion with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Vice President or a Financial Officer Beneficial Ownership Certification with respect to the Borrower, in 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 CompanyEffective Date (other than any representation and warranty that is expressly made as of another specific date which were true, confirming 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, 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(e) 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.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
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, executed by each Agent, the Issuing Bank and 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement.
(b) 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) L.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇ & ▇▇▇▇ Day▇▇▇, substantially P.C., in form and substance reasonably satisfactory to the form of Exhibit E-2;Administrative Agent.
(c) 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 on and as of such date and (ii) no Default has occurred and is continuing; and.
(ef) 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 hereunderqualifies 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 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 CompanyLoan Parties, 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and Lenders constituting the Required Lenders duly executed counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Agreement.
(b) All reasonable out-of-pocket costs and expenses (including but not limited to the reasonable fees and disbursements incurred by counsel to the Administrative Agent ) required to be paid to the Administrative Agent and the Lenders and dated on or before the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2;Date shall have been paid.
(c) The Administrative Agent On and as of the Effective Date, after giving effect to this Agreement, (i) no Borrowing Base Deficiency, Default or Event of Default shall have received documents occurred and certificates relating to be continuing and (ii) the organization, existence representations and good standing warranties contained in Section 7 of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form shall be true and substance satisfactory to the Administrative Agent;correct.
(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer an accounts payable aging schedule of the Company, confirming as of Borrower and its Subsidiaries in form and substance satisfactory 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 on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent.
(e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees from the Loan Parties Mortgages such that, upon recording such Mortgages in the appropriate filing offices, the Administrative Agent shall be reasonably satisfied that it shall have a first priority Lien on at least ninety percent (90%) of the PV-9 of the Borrowing Base Properties.
(f) The Administrative Agent shall have received title information as the Administrative Agent may reasonably require, reasonably satisfactory to the Administrative Agent, setting forth the status of title to at least ninety percent (90%) of the PV-9 of the Borrowing Base Properties. The Administrative Agent shall notify the Borrower and other amounts due and payable on or prior to the Lenders of the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to and such notice shall be reimbursed or paid by the Company hereunderconclusive and binding.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Battalion Oil Corp)
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 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 AgentsAdministrative 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) L.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, ,the General Counsel and Secretary of the Company, substantially in a form reasonably satisfactory to the form of Exhibit E-1 Administrative Agent and (iii) J▇▇▇▇▇ Day, substantially in a form reasonably satisfactory to the form of Exhibit E-2Administrative Agent;
(cd) 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;
(de) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(ef) 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, each Guarantor in existence on the 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 Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits and Schedules thereto;
(b) 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) L.▇. ▇▇▇▇▇▇▇▇), Vice Presidentcounsel to the Loan Parties, General Counsel and Secretary of in a form reasonably satisfactory to the Company, substantially in the form of Exhibit E-1 and (i) J▇▇▇▇ Day, substantially in the form of Exhibit E-2Administrative Agent;
(c) 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 satisfactory to the Administrative Agent;
(d) 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 on and as of such date and (ii) no Default has occurred and is continuing; and
(e) 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.
Appears in 1 contract
Conditions to Effective Date. The obligations of the Lenders to make Loans each Bank under this Agreement are subject to the Company and satisfaction of the Issuing Bank to issue conditions set forth in Section 3.02 and receipt by the Letter of Credit for the account of the Company shall not become effective until the date on which each Administrative Agent of the following conditions are satisfied (or waived in accordance with Section 9.02sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) The Administrative Agent shall have received at least one executed counterpart a written letter agreement evidencing the termination of this the Fifth Amended and Restated Credit Agreement from the Companydated as of November 23, each Agent1999 among Mohawk Industries, the Issuing Bank and each LenderInc., SunTrust Bank, 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 Agents, the Issuing Wachovia Bank, the Lenders National Association, and the Company, together with all Exhibits any other lenders party thereto;
(b) The Administrative Agent shall have received from each of the parties hereto a favorable written duly executed counterpart of this Agreement;
(c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04;
(d) an opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇▇ & Bird LLP, Vice Presidentcounsel for the Borrower, General Counsel and Secretary dated as of the CompanyEffective Date, substantially in the form of Exhibit E-1 B;
(e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion;
(f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) J▇▇▇▇ Daythat no Default has occurred and is continuing on the Effective Date, substantially (ii) that the representations and warranties of the Borrower contained in Article IV are true on and as of the form Effective Date, and (iii) in detail satisfactory to the Administrative Agent, the amount of Exhibit E-2all outstanding Debt as of the Effective Date;
(cg) The all documents which the Administrative Agent shall have received documents and certificates or any Bank may reasonably request relating to the organization, existence and good standing of the CompanyBorrower, the authorization corporate authority for and the validity of the TransactionsLoan Documents to which the Borrower is a party, the incumbency of the persons executing this Agreement on behalf of the Companyand any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent;
(d) The Administrative Agent shall have received , including, without limitation, a certificatecertificate of incumbency of the Borrower, dated the Effective Date and signed by the President, a Vice President Secretary or a Financial Officer an Assistant Secretary of the CompanyBorrower, confirming certifying as to the names, true signatures and incumbency of the Effective Dateofficer or officers of the Borrower, that authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the representations and warranties its Certificate of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and Incorporation, (ii) no Default has occurred its Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or a duly authorized committee thereof) authorizing its execution, delivery and performance of the Loan Documents to which it is continuinga party; and
(eh) 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 Datea Notice of Borrowing, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderif necessary.
Appears in 1 contract