Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and (iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services Inc)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Effective Signing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Signing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany;
(ii) a Note executed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower in favor Company as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Lender requesting Responsible Officer thereof authorized to act as a Note; andResponsible Officer in connection with this Agreement and the other Loan Documents to which the Company is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have an Initial Funding Date Material Adverse Effect, which such jurisdictions are set forth on Schedule 4.01(a)(iii);
(iv) an opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders;
(v) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, general counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders;
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued Any fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Signing Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid, including without limitation, the Ticking Fee (as defined in the Commitment Letter), which such fee shall cease accruing after the Signing Date.
(c) Unless waived by the Administrative Agent, the Company shall have paid all actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Signing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the effectiveness proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).
(d) The Signing Date shall have occurred on or before February 26, 2010. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Signing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Towers Watson Delaware Inc.), Credit Agreement (Towers Watson & Co.)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is and, if the Borrower shall have requested any Credit Extension be made on the Closing Date, the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) a Term Note executed by the Borrower in favor of each Lender requesting a Term Note; and;
(iii) such certificates of resolutions or other assurancesaction, certificates, documents, consents or opinions incumbency certificates and/or other certificates of Responsible Officers as the Administrative AgentAgent may reasonably require evidencing the identity, any L/C Issuerauthority and capacity of each Responsible Officer 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 that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of S▇▇▇▇▇▇, A▇▇▇, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender; and
(vi) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.01(e) and (f) have been satisfied; (B) the current Debt Ratings; and (C) that, as of the date of the last financial statements of the Borrower delivered pursuant to the 2021 Credit Agreement, the Swing Line Lender or Borrower was in pro forma compliance (giving pro forma effect to the Required Lenders reasonably may requireTerm Loans, if any, made on the Closing Date) with the financial covenants contained in Section 7.10.
(b) All accrued Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Arrangers Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lenders required Administrative Agent)).
(i) Upon the reasonable request of any Lender made in writing at least ten (10) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested by such Lender that satisfies all requirements of regulatory authorities applicable to such Lender and such Lender’s internal policies and procedures in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Closing Date and (ii) at least five (5) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall have delivered, to each Lender that so requests at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower.
(d) The Administrative Agent’s receipt of an executed copy of a certificate signed by a Responsible Officer certifying the Borrower’s Sustainability Metric Components for the calendar year ended December 31, 2020 (solely for purposes of this Section 4.01(d), reflecting the Boundary Properties that the Borrower has owned and that were in service for the period of two (2) full consecutive calendar years ended December 31, 2020).
(e) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date.
(f) No Default shall exist on the Closing Date, and, if the Borrower shall have requested any Credit Extension be made on such date, no Default would result from such proposed Credit Extension or from the application of the proceeds thereof.
(g) If any Credit Extension is to be paid made on or before the Effective Date (including all reasonable fees and expenses of counsel for Closing Date, the Administrative Agent invoiced on or before such date) shall have been paidreceived a Request for Credit Extension in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed and (ii) any other matter required hereunder or thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a written notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Conditions to Effectiveness of this Agreement. The effectiveness obligations of this Agreement is subject the Lenders to satisfaction make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the followingLoan Documents and such other legal opinions, each of which certificates, documents, instruments and agreements as the Administrative Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedreasonably request in connection with the Transactions, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each all in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireits counsel.
(b) All accrued fees and expenses The Administrative Agent shall have received, on behalf of itself, the Administrative Agentother Agents, the Arrangers and the Lenders, a favorable written opinion of (i) ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇ and Calder, British Virgin Islands counsel to the Loan Parties, in each case, addressed to the Agents and the Lenders required from time to time party thereto and in a form reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received a solvency certificate in the form of Exhibit K to this Agreement, dated the Closing Date and signed by the chief financial officer of Holdings.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent.
(e) There shall not be any investigation or review pending (or to the knowledge of Holdings, threatened) by any Governmental Authority with respect to Holdings or any of its Subsidiaries, that would reasonably be expected to have a Material Adverse Effect and there are no actions, suits, inquiries, investigations or proceedings pending (or to the knowledge of Holdings, threatened) against or affecting Holdings or any of its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before any governmental entity, in each case that would reasonably be expected to have a Material Adverse Effect.
(f) There shall not have occurred any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
(g) The conditions set forth in Section 4.02(b) through 4.02(d) of this Agreement shall be satisfied on and as of the Closing Date with respect to the Credit Extensions to be paid made on the Closing Date by the Term A Lenders and the Term B Lenders.
(h) The Arrangers and Administrative Agent shall have received all Administrative Agent Fees and other amounts due and payable on or before prior to the Effective Date Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including all reasonable the legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Agents), and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document.
(i) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral; provided that filings with the United States Patent and Trademark Office and United States Copyright Office and in any foreign jurisdictions, and delivery of Control Agreements shall not constitute a condition precedent to fund any Credit Extension.
(j) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Rovi, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that any Liens not permitted under Section 6.02 have been or will be contemporaneously released or terminated.
(k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent.
(l) The Lenders shall have received the financial statements and report referred to in Section 3.04.
(m) The Lenders shall have received, to the extent requested at least three (3) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.
(n) The Borrowers shall have paid all fees due and payable on the Closing Date pursuant to the Amended and Restated Engagement Letter dated as of June 26, 2014 by and among the Borrowers and the other parties thereto (as the same may be amended from time to time, the “Engagement Letter”), and all expenses due and payable pursuant to the Engagement Letter to the extent invoiced not less than one Business Day prior to the Closing Date.
(o) The Borrowers shall have prepaid (or to have been deemed to have prepaid after giving effect to the Term Loans) all principal, premium, if any, interest, fees and other amounts due under the Predecessor Credit Agreement on the Closing Date by paying the principal amount to be prepaid together with interest accrued thereon to the date of such prepayment. The Borrowers will reimburse the lenders under the Predecessor Credit Agreement for any funding losses incurred pursuant to Section 2.13 of the Predecessor Credit Agreement.
(p) All guarantees and security in support of principal, premium, if any, interest, fees or before such date) other amounts due under the Predecessor Credit Agreement shall have been paid. Without limiting or will be, substantially simultaneously with the generality initial funding of the provisions of Section 9.04Loans on the Closing Date, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless discharged and released and the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretoreasonably satisfactory evidence thereof.
Appears in 2 contracts
Sources: Credit Agreement (TiVo Corp), Credit Agreement (Rovi Corp)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is and, if the Borrower shall have requested any Credit Extension be made on the Closing Date, the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) a Term Note executed by the Borrower in favor of each Lender requesting a Term Note; and;
(iii) such certificates of resolutions or other assurancesaction, certificates, documents, consents or opinions incumbency certificates and/or other certificates of Responsible Officers as the Administrative AgentAgent may reasonably require evidencing the identity, any L/C Issuerauthority and capacity of each Responsible Officer 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 that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of S▇▇▇▇▇▇, A▇▇▇, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender; and
(vi) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.01(e) and (f) have been satisfied; (B) the current Debt Ratings; and (C) that, as of the date of the last financial statements of the Borrower delivered pursuant to the 2021 Credit Agreement, the Swing Line Lender or Borrower was in pro forma compliance (giving pro forma effect to the Required Lenders reasonably may requireTerm Loans, if any, made on the Closing Date) with the financial covenants contained in Section 7.10.
(b) All accrued Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, the Arrangers all reasonable, documented, out-of-pocket fees, charges and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses disbursements of counsel for to the Administrative Agent invoiced on or before Agent, plus such date) additional amounts of such fees, charges and disbursements as shall have been paid. Without limiting the generality constitute its reasonable estimate of the provisions of Section 9.04such fees, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted charges and disbursements incurred or to be satisfied with, each document or other matter required hereunder to be consented to or approved incurred by or acceptable or satisfactory to it through the closing proceedings (provided that such estimate shall not thereafter preclude a Lender unless final settling of accounts between the Borrower and the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretoAgent)).
Appears in 2 contracts
Sources: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or waiver by the Lenders party hereto) of the following conditions precedent:(the date of such satisfaction or waiver of all such conditions, the “Amendment Effective Date”):
(a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received (i) from each of Lender party hereto (which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of constitute at least the signing Loan Party, each dated Required Lenders under the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective DateExisting Credit Agreement) and each in form and substance (ii) from the Borrower, either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent and each (which may include delivery of the Lenders:
a signed signature page of this Agreement by facsimile or other means of electronic transmission (ie.g., “pdf”)) executed counterparts that such party has signed a counterpart of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees The Administrative Agent shall have received, to the extent invoiced at least three Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Arrangers and the Lenders required to be reimbursed or paid by the Borrower hereunder or under any Loan Document on or before prior to the Amendment Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paidDate. Without limiting the generality of the provisions of Section 9.04, for For purposes of determining compliance with the conditions specified in this Section 4.014, each Lender that has signed this Agreement party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with, with each document or other matter required hereunder thereunder to be consented to or approved by or acceptable or satisfactory to a Lender the Lenders party hereto unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Amendment to Credit Agreement (Palo Alto Networks Inc)
Conditions to Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to satisfaction and the waiver set forth in Section 3 hereof shall become effective (the “Waiver Effective Date”), so long as all of the following conditions precedent:have been satisfied (except that the amendments to the Loan Agreement set forth in Section 2 of this Agreement shall be deemed effective so tong as clause (a) below is satisfied and whether or not the Waiver Effective Date has occurred):
(a) The Administrative Each party hereto shall have executed and delivered this Agreement to Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees Borrower shall provide documentation, in a form reasonably satisfactory to Agent, evidencing the purchase of Equity Interests of the Borrower by ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇. and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in an aggregate amount of not less than $25,000 on or prior to January 31, 2017.
(c) No Default or Event of Default (other than the Specified Event of Default) shall have occurred and be continuing.
(d) Borrower shall have paid to Agent, for the benefit of each Lender, the fee and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid under Section 10/ of the Loan Agreement, including in connection with the execution and negotiation of this Agreement.
(e) Borrower shall have executed the First Amendment Fee Letter, dated of even date hereof, providing for the payment of the first amendment fee on or before the Effective Date April 1, 2017.
(including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such datef) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance All proceedings taken in connection with the conditions specified in this Section 4.01, each Lender that has signed transactions contemplated by this Agreement and all documents, instruments and other legal matters incident thereto 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 reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying and its objection theretolegal counsel.
Appears in 1 contract
Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement is subject to satisfaction and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 10 Effective Date”) when each of the following conditions precedent:shall have been satisfied (or waived, as applicable):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from (x) the Borrower and (y) the Lenders constituting the Required Lenders either (i) a counterpart of this Agreement signed on behalf of such Lender party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 10 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement;
(d) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 10 Effective Date, for which invoices have been presented at least one Business Day prior to the proposed Amendment No. 10 Effective Date specifying its objection theretoDate.
Appears in 1 contract
Sources: Credit Agreement (GoHealth, Inc.)
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall be deemed effective as of this Agreement is subject to satisfaction of November 16, 2009 (the “Effective Date”), provided that all the following conditions precedenthave been satisfied, as determined in Administrative Agent’s and Majority Banks’ sole and absolute discretion, on or before the Effective Date:
(a) The Administrative Agent’s receipt of the followingAgent shall have received, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) Agent, duly executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement from Borrower and the BorrowerMajority Banks on or before the Effective Date;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid Agent shall have received on or before the Effective Date an executed amended and restated forbearance agreement between Borrower and the requisite holders of the Senior Notes in form and substance satisfactory to Administrative Agent and Majority Banks (including the “Amended and Restated Notes Forbearance Agreement”);
(c) Borrower shall have paid all reasonable and documented fees, costs and expenses incurred in connection with this Agreement and any other Loan Documents that have been invoiced and are required to be paid hereunder or under the Credit Agreement (including, without limitation, the Forbearance Fee and legal fees and expenses of counsel for expenses) and, except with respect to the Administrative Agent invoiced on or before such dateForbearance Fee, that have been presented to Borrower at least three (3) Business Days prior to the Effective Date;
(d) Borrower shall have been paid. Without limiting the generality made a voluntary repayment of the provisions of Section 9.04Revolving Loans such that, for purposes of determining compliance after giving effect to such repayment in accordance with the conditions specified in this Section 4.01terms of Sections 3(b) and 7(a) of the Intercreditor Agreement, each Lender that has signed the aggregate unpaid principal amount of the Revolving Loans shall not exceed $132,568,725.12; and
(e) The representations and warranties made or deemed made by Borrower under 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretotrue and correct in all material respects.
Appears in 1 contract
Sources: Forbearance Agreement (National Consumer Cooperative Bank /Dc/)
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement and the limited waiver contained herein shall become effective on the date (the “Agreement Effective Date”) when each of this Agreement is subject the conditions set forth below shall have been fulfilled to the satisfaction of the following conditions precedentAdministrative Agent:
(a) The Administrative Agent’s receipt Agent shall have received counterparts of this Agreement, duly executed and delivered on behalf of the followingBorrower and the other Loan Parties.
(b) Other than the Potential Financial Noncompliance Matters, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both.
(c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each of other Loan Party in each Loan Document to which it is a party, shall be originals true and correct in all material respects at the Agreement Effective Date as if made on and as of such Agreement Effective Date, except that (a) any representation or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the signing Loan PartyDocuments, (b) each dated other representation or warranty expressly stated to be made as of the Effective Closing Date shall not be deemed to have been repeated as of any date other than the Closing Date, and (orc) any representation or warranty relating to any financial statements shall be deemed to be qualified by the existence of the Potential Financial Noncompliance Matters.
(d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Agreement, in (2) certified copies of any amendments to the case articles or certificate of certificates incorporation, bylaws, partnership certificate or operating agreement of governmental officials, a recent date before the Effective Date) Borrower and each in other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Agreement and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request.
(e) All documents delivered pursuant to this Agreement must be of form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of its counsel, and all legal matters incident to this Agreement, sufficient in number for distribution Agreement must be satisfactory to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require’s counsel.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective when all the conditions set forth in this Section 4 shall have been satisfied or waived by Administrative Agent or Lenders, as applicable (the date such conditions are satisfied being the “Amendment No. 2 Effective Date”).
4.1 Administrative Agent shall have executed this Agreement, in its capacity as Administrative Agent, and shall have received counterparts of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the followingexecuted by Borrower, each of which Lender and Calculation Agent.
4.2 Administrative Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly have received a certificate executed by a Responsible Officer of Borrower certifying that:
(a) Each of the signing representations and warranties made by Borrower set forth in Article V of the Amended Loan PartyAgreement (other than, each dated for the avoidance of doubt, Section 5.20 contained therein) and the other Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality, in which case to that extent they shall be true and correct in all respects) as of such earlier date); and
(b) No Default shall exist as of the Amendment No. 2 Effective Date and immediately after the effectiveness of this Agreement and the transactions contemplated hereby.
4.3 Administrative Agent shall have received (orx) such documents and certifications as Administrative Agent may reasonably require to evidence that Borrower is duly organized or formed under the Laws of the jurisdiction of its organization and is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each other jurisdiction where it is conducting business and (y) resolutions or other evidence of organizational action authorizing the execution, delivery and performance of this Agreement and the Amended Loan Agreement, in each case, and substantially consistent with those delivered on the Closing Date in connection with the entering into of the Loan Documents.
4.4 Administrative Agent shall have received customary legal opinions of each of (x) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to Borrower and (y) Sidley Austin LLP, counsel to Borrower, in each case, addressed to the Lenders and Agents, as to such matters as the Lenders and Agents may reasonably request with respect to this Agreement.
4.5 Borrower shall pay an amendment fee (the “Amendment Fee”) directly to each Lender as of the Amendment No. 2 Effective Date in the amount set forth on Schedule 1 hereto. The Amendment Fee is due and payable in full and shall be fully earned on the Amendment No. 2 Effective Date and shall be nonrefundable for any reason whatsoever.
4.6 Borrower shall have delivered to each applicable Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such Lender under the Amended Loan Agreement, duly executed by a Responsible Officer (unless such Lender has confirmed that it does not require such form).
4.7 Borrower shall have paid all reasonable, documented and out-of-pocket fees, charges and disbursements of counsel to the Lenders and Agents to the extent invoiced two (2) Business Days prior to the Amendment No. 2 Effective Date; provided that such amount shall not thereafter preclude a final settling of such amounts between Borrower, such Lenders and Agents; provided, further, that, in each case, in the case of certificates of governmental officialslegal fees and expenses, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses shall be limited to the reasonable and documented fees, charges and disbursements of the Administrative Agent, the Arrangers a single counsel to Agents and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04Lenders, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 taken as a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretowhole.
Appears in 1 contract
Sources: Margin Loan Agreement and Collateral Account Control Agreement (Gci, LLC)
Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement is subject to satisfaction and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 12 Effective Date”) when each of the following conditions precedentshall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement:
4 (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from (x) each Loan Party, and (y) Lenders constituting the Required Lenders either (A) a counterpart of this Agreement signed on behalf of such Lender party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 12 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; and (c) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices have been presented at least one Business Day prior to the proposed Effective Date specifying its objection thereto.Amendment No. 12
Appears in 1 contract
Sources: Credit Agreement (GoHealth, Inc.)
Conditions to Effectiveness of this Agreement. The effectiveness Notwithstanding any other provision of this Agreement is subject to satisfaction and without affecting in any manner the rights of Agent or any Lender hereunder, this Agreement shall not become effective until the following conditions precedenthave been fulfilled to the reasonable satisfaction of Agent, or waived in writing by Agent and Lenders:
(a) The Administrative Agent’s receipt of This Agreement or counterparts thereof shall have been duly executed by, and delivered to, Borrower, Agent and each Lender.
(b) Agent and Lenders shall have received such documents, instruments, certificates, opinions and agreements as Agent shall reasonably request in connection with the followingtransactions contemplated by this Agreement, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding all documents, each properly executed by a Responsible Officer of the signing Loan Partyinstruments, each dated the Effective Date (or, agreements and other materials listed in the case Schedule of certificates of governmental officialsClosing Documents attached hereto as Annex C, a recent date before the Effective Date) and each in form and substance satisfactory to Agent; provided that the Administrative Agent and each Revolving Credit Notes hereunder shall be in substitution for all of the Lenders:
(i) executed counterparts of Revolving Credit Notes existing under the Original Credit Agreement and as in effect before giving effect to this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(bc) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 Lender unless the Administrative Agent shall have received notice from such Lender prior evidence satisfactory to Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, to the proposed Effective Date specifying its objection theretoterms and to the execution and delivery, of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.
(d) Agent shall have received evidence satisfactory to Agent that the insurance policies provided for in Section 3.18 and Annex E are in full force and effect, together with appropriate evidence showing a loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of Agent and Lenders in form and substance satisfactory to Agent.
Appears in 1 contract
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective when the Administrative Agent has received the following documents: -for each party to the Agreement, an original or telecopied counterpart of this Agreement is subject signed by all parties; -an original Note executed to satisfaction the order of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (orLender, in the case principal amount of certificates such Lender's Commitment and evidencing such Lender's Loans; - the original Mortgages upon the Initial Properties identified in Schedule 2; - a Subsidiary Guaranty executed by each Subsidiary executing a Mortgage on the Initial Properties; - title insurance policies, appraisals, evidence of governmental officialsappropriate zoning, a recent date before environmental reports, surveys, evidence of insurance and such other information as the Effective Date) Administrative Agent may request for each and each in form and substance all of the Initial Properties; - opinions of counsel satisfactory to the Administrative Agent and to each of the Lenders:
Borrowers, substantially in the form of Exhibit E; - a certificate of a senior officer of each Borrower that (i) executed counterparts no Default has occurred and is continuing and (ii) the representations and warranties of the Borrowers contained in this Agreement are true on the date of this Agreement, sufficient substantially in number for distribution to the Administrative Agent, each Lender form of Exhibit J; and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) - such other assurances, certificates, documents, consents or opinions documents as the Administrative Agent, any L/C IssuerAgent reasonably requests and deems satisfactory relating to each Borrower's and Subsidiary's existence, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees corporate authority for and expenses validity of the Administrative Agentthis Agreement, the Arrangers Mortgages, each Subsidiary Guaranty and any other relevant matter. The Administrative Agent shall promptly notify the Borrowers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed when this Agreement becomes effective, and such notice 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretoconclusive and binding on all parties.
Appears in 1 contract
Sources: Revolving Credit Agreement (Mid America Apartment Communities Inc)
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective when all the conditions set forth in this Section 3 shall have been satisfied (the date such conditions are satisfied being the “Amendment No. 1 Effective Date”).
3.1 Administrative Agent shall have executed this Agreement, in its capacity as Administrative Agent, and shall have received counterparts of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the followingexecuted by Borrower, each of which Lender and Calculation Agent.
3.2 Administrative Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly have received a certificate executed by a Responsible Officer of Borrower certifying that:
(a) Each of the signing representations and warranties made by Borrower set forth in Article V (other than, for the avoidance of doubt, Section 5.20) of the Amended Loan PartyAgreement and the other Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, each dated in which case to that extent it shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality, in which case to that extent they shall be true and correct in all respects) as of such earlier date); and
(b) No Default shall exist as of the Amendment No. 1 Effective Date and immediately after the effectiveness of this Agreement and the transactions contemplated hereby.
3.3 Administrative Agent shall have received (orx) such documents and certifications as Administrative Agent may reasonably require to evidence that Borrower is duly organized or formed under the Laws of the jurisdiction of its organization and is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each other jurisdiction where it is conducting business and (y) resolutions or other evidence of organizational action authorizing the execution, delivery and performance of this Agreement and the Amended Loan Agreement, in each case, and substantially consistent with those delivered on the Closing Date in connection with the entering into of the Loan Documents.
3.4 Administrative Agent shall have received customary legal opinions of each of (x) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to Borrower and (y) Sidley Austin LLP, counsel to Borrower, in each case, addressed to the Lenders and Agents, as to such matters as the Lenders and Agents may reasonably request with respect to this Agreement.
3.5 Borrower shall have paid all reasonable, documented and out-of-pocket fees, charges and disbursements of counsel to the Lenders and Agents to the extent invoiced two (2) Business Days prior to the Amendment No. 1 Effective Date; provided that such amount shall not thereafter preclude a final settling of accounts between Borrower, such Lenders and Agents; provided further that, in each case, in the case of certificates of governmental officialslegal fees and expenses, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses shall be limited to the reasonable and documented fees, charges and disbursements of the Administrative Agent, the Arrangers a single counsel to Agents and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04Lenders, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 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 taken as a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretowhole.
Appears in 1 contract
Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to satisfaction the date (the “Effective Date”) on which each of the following conditions precedentprecedent shall have been satisfied or duly waived:
(a) The the Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent’s receipt , that as of the followingdate hereof, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer the aggregate principal amount of the signing Loan Party, each dated Obligations and the Effective Date (orSenior Note Obligations does not exceed $98,000,000, in the case aggregate;
(b) the Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that the Senior Noteholders have received a principal payment with respect to the Senior Notes Obligations in an amount equal to $3,552,767.33, which shall not be required to be shared with the Banks under the Intercreditor Agreement or Section 10.19 of certificates the Credit Agreement;
(c) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, duly executed counterparts of governmental officials, a recent date this Agreement from the Borrower and the Majority Banks on or before the Effective Date;
(d) and each the Administrative Agent shall have received on or before the Effective Date the Senior Note Amendment in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerMajority Banks;
(iie) a Note executed by the Borrower shall have paid all reasonable and documented fees, costs and expenses incurred in favor connection with this Agreement and any other Loan Documents that have been invoiced and are required to be paid hereunder or under the Credit Agreement (including, without limitation, legal fees and expenses) and that have been presented to the Borrower prior to the Effective Date;
(f) No injunction, writ, restraining order or other order of each Lender requesting a Noteany nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrower or NCB Capital; and
(iiig) such other assurances, certificates, documents, consents The representations and warranties made or opinions as deemed made by the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed Borrower under 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretotrue and correct in all material respects.
Appears in 1 contract
Sources: Credit Agreement (National Consumer Cooperative Bank /Dc/)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would (either individually or in the aggregate) be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(ix) evidence that the Borrower and its Subsidiaries have no material indebtedness other than indebtedness under the Loan Documents and other material Indebtedness set forth on Schedule 4.01;
(x) All accrued interest, fees and other charges to the Closing Date under the Existing Credit Agreement shall have been paid to the Administrative Agent for the account of the lenders, the l/c issuer and the swing line lender thereunder; and
(iiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C IssuerIssuers, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued Any fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Closing Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Athenahealth Inc)
Conditions to Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to being executed and delivered on the Effective Date and shall become effective upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement, sufficient in the number for distribution to reasonably requested by the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower ▇▇▇▇▇▇▇▇, as applicable in favor of each Lender requesting a Note; and, to the extent requested at least 3 Business Days prior to the Effective Date;
(iii) such certificates of resolutions or other assurancesaction, certificates, documents, consents or opinions incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative AgentAgent may reasonably require evidencing the identity, any L/C Issuerauthority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which Borrower is a party;
(iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that Borrower is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the Swing Line Lender jurisdiction of its organization or formation;
(v) a favorable opinion of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇, counsel to the Required Lenders Borrower addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents; and
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 6.02
(a) have been satisfied (on and as of the Effective Date rather than the date of such Borrowing), (B) no Default shall exist and be continuing, and (c) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably may requireexpected to have, either individually or in the aggregate, a Material Adverse Effect.
(bi) All accrued fees documentation and expenses other information as the Lenders may require in order to enable compliance with applicable AML/KYC Laws, including the Act, shall have been delivered 3 Business Days prior to the Effective Date to the extent requested by the Lenders not less than 7 Business Days prior to the Effective Date and (ii) a Beneficial Ownership Certification for any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have been delivered 3 Business Days prior to the Effective Date, to each Lender that so requests not less than 7 Business Days prior to the Effective Date.
(c) A true, correct and complete copy of the Acquisition Agreement, and all material documents executed in connection therewith shall have been delivered to the Administrative Agent, the Arrangers and the Lenders .
(d) Any fees required to be paid on or before the Effective Date pursuant to this Agreement and the Fee Letter shall have been paid (including in the case of expenses, to the extent invoiced at least two (2) Business Days prior to the Effective Date).
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees and expenses documented Attorney Costs of counsel for the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or before to be incurred by it through the closing proceedings; provided that such date) estimate shall have been paidnot thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided further that, as used in this Section 6.01(e), “Attorney Costs” shall include all fees, expenses and disbursements of only one law firm constituting counsel to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.0411.03, for purposes of determining compliance with the conditions specified in this Section 4.016.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Devon Energy Corp/De)
Conditions to Effectiveness of this Agreement. The effectiveness of Notwithstanding anything to the contrary set forth herein, this Agreement is subject shall become effective upon satisfaction in a manner reasonably satisfactory to satisfaction the Administrative Agent of each of the following conditions precedentconditions:
(a) The the delivery to the Administrative Agent of this Agreement executed by each Credit Party, the Administrative Agent and the Requisite Lenders;
(b) the delivery to the Administrative Agent of a copy of the fully executed Corresponding Second Lien Amendment, and evidence that all conditions contained therein (other than the effectiveness of this Agreement) have been satisfied;
(c) the Company shall have paid to the Administrative Agent in immediately available Dollars, for the benefit of each Lender who has delivered an executed signature page to this Agreement on or prior to 5:00 P.M., New York City time, on August 17, 2009 (collectively, the “Signing Lenders”), a non-refundable fee in an aggregate amount equal to 0.10% of each such Signing Lender’s Revolving Commitment and the outstanding principal balance of the Term Loans held by each such Signing Lender, which fee shall be non-refundable for any reason and fully earned and payable as of the date hereof;
(d) the Company shall have paid all fees then due and payable to the Administrative Agent pursuant to the Credit Documents and, to the extent invoiced by the Administrative Agent not less than two (2) Business Days prior to the Second Amendment Effective Date, shall have reimbursed the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of this Agreement (including reasonable attorney’s fees of counsel to the Administrative Agent’s receipt );
(e) Administrative Agent shall have received a copy of the followingCertificate of Designations, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and duly executed by the BorrowerCompany;
(iif) a Note executed by the Borrower accuracy of the representations and warranties contained in favor of each Lender requesting a NoteSection 5 hereof; and
(iiig) such other assurances, certificates, documents, consents no Default or opinions as Event of Default under the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) Credit Agreement shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall occurred and 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretocontinuing.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (X Rite Inc)
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is and, if the Borrower shall have requested any Credit Extension be made on the Closing Date, the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01;
(ii) a Term Note executed by the Borrower in favor of each Lender requesting a Term Note; and;
(iii) such certificates of resolutions or other assurancesaction, certificates, documents, consents or opinions incumbency certificates and/or other certificates of Responsible Officers as the Administrative AgentAgent may reasonably require evidencing the identity, any L/C Issuerauthority and capacity of each Responsible Officer 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 that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) favorable opinions of Skadden, Arps, Slate M▇▇▇▇▇▇ & F▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender; and
(vi) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.01(e) and (f) have been satisfied; (B) the current Debt Ratings; and (C) that, as of the date of the last financial statements of the Borrower delivered pursuant to the 2021 Credit Agreement, the Swing Line Lender or Borrower was in pro forma compliance (giving pro forma effect to the Required Lenders reasonably may requireTerm Loans, if any, made on the Closing Date) with the financial covenants contained in Section 7.10.
(b) All accrued Any fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Arrangers Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lenders required Administrative Agent)).
(i) Upon the reasonable request of any Lender made in writing at least ten (10) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested by such Lender that satisfies all requirements of regulatory authorities applicable to such Lender and such Lender’s internal policies and procedures in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Closing Date and (ii) at least five (5) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall have delivered, to each Lender that so requests at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower.
(d) The Administrative Agent’s receipt of an executed copy of a certificate signed by a Responsible Officer certifying the Borrower’s Sustainability Metric Components for the calendar year ended December 31, 2020 (solely for purposes of this Section 4.01(d), reflecting the Boundary Properties that the Borrower has owned and that were in service for the period of two (2) full consecutive calendar years ended December 31, 2020).
(e) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date.
(f) No Default shall exist on the Closing Date, and, if the Borrower shall have requested any Credit Extension be made on such date, no Default would result from such proposed Credit Extension or from the application of the proceeds thereof.
(g) If any Credit Extension is to be paid made on or before the Effective Date (including all reasonable fees and expenses of counsel for Closing Date, the Administrative Agent invoiced on or before such date) shall have been paidreceived a Request for Credit Extension in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed and (ii) any other matter required hereunder or thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a written notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.
Appears in 1 contract