Conditions to Initial Borrowing. The obligation of the Lenders to close this Credit Agreement and make initial Loans hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders: (a) the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto; (b) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes; (c) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders; (d) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower; (e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices; (g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party; (h) the Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing; (i) the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel); (j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower; (k) the Administrative Agent and the Lenders shall have received (i) the financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019; (l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, at least five (5) Business Days prior to the date of closing; (m) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; (n) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries; (o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and (p) In the good faith, reasonable judgment of the Administrative Agent: (i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches; (ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019; (iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound; (iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.
Appears in 1 contract
Conditions to Initial Borrowing. The parties hereto acknowledge and agree that the obligation of the Lenders each Initial Lender to close this Credit Agreement and make its initial Loans Loan hereunder is subject to the simultaneous repayment by the Borrower of all amounts due and owing under the Second Amended and Restated Credit Agreement and the effective termination by all parties thereto of the Second Amended and Restated Credit Agreement. The obligation of each Initial Lender to make its initial Loan hereunder is further subject to satisfaction of such of the following conditions in all material respects on precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or prior to telecopies (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the Closing Date signing Borrower, or other appropriate party, as shall not have been expressly waived in accordance with Section 9.01applicable, with and each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Initial Lenders, or to the Administrative Agent on behalf of the Initial Lenders, as noted below:
(ai) the Administrative Agent shall have received multiple executed counterparts hereof signed by each of the parties hereto;
(b) the Administrative Agent shall have received duly executed Notes Collateral Agreement and Security Agreement, sufficient in number for the account of each Lender that requests Notes;
(c) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory distribution to the Administrative Agent and the LendersCustodian;
(dii) a Note executed by the Borrowers in favor of each Initial Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent shall have received may require evidencing the certificate or articles identity, authority and capacity of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other comparable organizational instrument (if any) of the Loan Documents to which such Borrower certified as of is a recent date by the Secretary of State of the state of formation of the Borrowerparty;
(eiv) such documents and certifications as the Administrative Agent shall have received a certificate may reasonably require to evidence that each Borrower is duly organized or formed, and that each of the Borrowers is validly existing, in good standing (and qualified to engage in business in each jurisdiction where such Borrowers’ ownership, lease or certificate operation of similar meaning) with respect properties or the conduct of its business requires such qualification, except to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect;
(fv) a favorable written opinion (addressed to the Administrative Agent shall have received a certificate of incumbency signed by and the Secretary or Assistant Secretary (or other individual performing similar functionsInitial Lenders and dated the Closing Date) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the byin-laws house general counsel for the Borrowers, substantially in the form of the Borrower and Exhibit G-1 hereto (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, substantially in the form of Exhibit G-2 hereto, and (C) ▇▇▇▇▇▇ and Calder, counsel for the Borrowers that are Cayman Islands companies, with respect to matters of Cayman Islands law substantially in the form of Exhibit G-3 and Exhibit G-4, respectively, and in each case, covering such other matters relating to the Borrowers, this Agreement, the other Loan Documents or the transaction contemplated hereby or thereby as the Administrative Agent shall reasonably request (and the Borrowers hereby request such counsel to deliver such opinions);
(vi) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the Administrative Agent, either (A) attaching copies of all corporate or other necessary action taken by the Borrower to authorize consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Credit 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;
(hvii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the each Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;
(i) the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel);
(j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower;
(k) the Administrative Agent and the Lenders shall have received (i) the financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered form satisfactory to the Administrative Agent, certifying (A) that the conditions specified in Sections 4.03(a) and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower 4.03(b) have been satisfied and (B) that there has been no event or each such Subsidiary, in each case, at least five (5) Business Days prior to circumstance since the date of closingthe Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(mviii) the Borrower and a certificate signed by a Responsible Officer of each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender Borrower, in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;
(n) the Administrative Agent shall have received and reviewed, with results a form satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
stating that (p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches;
(iiA) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority instrumentality that purports to affect any Borrower or any Subsidiary thereof or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (B) immediately prior to and following the transactions contemplated herein, each of the Borrowers shall be Solvent, and (C) as of the date occurring immediately after the execution of this Agreement and the other Loan Documents and, also, as of the date of the initial Loan hereunder, (1) no Default or Event of Default exists and (2) all representations and warranties contained herein and in the other Loan Documents are true and correct (except that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, and except that, for purposes of this Section 4.03, the representations and warranties contained in subsections (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) of Section 5.05 shall be deemed to affect any transaction contemplated herebyrefer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01);
(ix) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the Administrative Agent, certifying, together with evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Security Documents are effective to create in favor of the Administrative Agent a legal, valid and enforceable first Lien and security interest in or on each item of Collateral (including, without limitation, all Specified Financial Assets identified on the Borrowing Base Closing Date Schedule) in existence and owned or controlled by the Borrowers as of the Closing Date and that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected;
(x) a completed and fully executed Perfection Certificate from the Borrowers and the results of Uniform Commercial Code searches (and the equivalent thereof in all applicable foreign jurisdictions) with respect to the Collateral, indicating no Liens other than as disclosed Liens permitted by Section 7.01(a) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and on behalf of the Lenders on or prior to April 15, 2019Initial Lenders;
(iiixi) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the Borrower Administrative Agent, certifying, together with evidence, in form and its substance reasonably satisfactory to the Administrative Agent, that all governmental and third party approvals necessary in connection with the financing contemplated by this Agreement and the continuing operations of each of Borrowers and each of their Subsidiaries shall have received all approvalsbeen obtained and be in full force and effect; and
(xii) such other assurances, certificates, documents, consents and waiversor opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Unless waived by the Administrative Agent, and the Borrowers shall have made or given paid all necessary filings fees, charges and notices as shall be required disbursements of counsel to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of Administrative Agent (A) any applicable Law or (B) any agreement, document or instrument directly to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information such counsel if requested by the Administrative Agent 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 Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender in order that has signed this Agreement shall be deemed to comply with applicable “know your customer” and anti-money laundering rules and regulationshave consented to, including without limitationapproved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Patriot Act; and
(v) there Administrative Agent shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected received notice from such Lender prior to materially and adversely affect the transactions contemplated by the Credit Documentsproposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Borrowing. The obligation of each Lender to extend credit to the Lenders applicable Borrowers and of each Issuing Bank to close this issue Letters of Credit Agreement and make initial Loans hereunder on the Closing Date is subject only to the satisfaction satisfaction, or waiver in accordance with Section 11.01, of such each of the following conditions precedent, except as otherwise agreed between the Borrowers and the Required Lenders:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or copies in.pdf format, unless otherwise specified:
(i) a Committed Loan Notice duly executed by the Borrowers, which shall be delivered at least one Business Day prior to the Closing Date, which shall be deemed to be conditioned on the consummation of the Transactions;
(ii) this Agreement duly executed by the Borrowers, Holdings and Holdings GP;
(iii) the Guaranty duly executed by each Loan Party;
(iv) the US Security Agreement (pursuant to which the Administrative Agent is authorized to file customary “all asset” UCC-1 financing statements) duly executed by Holdings, Holdings GP, the US Borrower and the Loan Parties that are organized in the United States, any state thereof or the District of Columbia;
(v) the Canadian Security Agreement (pursuant to which the Administrative Agent is authorized to file customary “all material respects present and after acquired personal property” PPSA financing statements) duly executed by the Canadian Borrower, Evergreen AcqCo 2 Inc. and the Loan Parties that are Canadian Subsidiaries;
(vi) the Canadian Deed of Hypothec (pursuant to which the Administrative Agent is authorized to file a customary financing statement (RH Form) charging the universality of all present and future movable property of the grantors with the Register of Personal and Moveable Real Rights (Québec)) duly executed by the Canadian Borrower and certain Loan Parties that are Canadian Subsidiaries;
(vii) to the extent constituting Collateral, certificates, if any, representing the Pledged Equity of the US Borrower, Holdings GP and the Subsidiaries of the US Borrower, in each case, accompanied by undated stock powers executed in blank;
(viii) (A) certificates of good standing from the secretary of state or other applicable office of the state of organization or formation or provincial or territorial or Canadian federal corporate registry of the Borrowers and each other Loan Party (including Holdings and Holdings GP), (B) resolutions or other applicable action of each Loan Party, (C) an incumbency certificate and/or other certificate of Responsible Officers of each Loan Party, in each case 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 it is a party or is to be a party on the Closing Date, and (D) a certificate of a Responsible Officer of the US Borrower that the conditions specified in clauses (e), (f) and (h) below have been satisfied or (to the extent applicable) will be satisfied promptly upon the funding of the Initial Term Loans;
(ix) an opinion from the following special counsel to the Loan Parties (or certain of the Loan Parties): (A) ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, with respect to matters of New York law and certain aspects of Delaware law; (B) ▇▇▇▇▇▇▇ Coie LLP, with respect to matters of Washington law and (C) ▇▇▇▇▇, ▇▇▇▇▇▇ & Harcourt LLP, with respect to matters of Canadian law; and
(x) a certificate from the chief financial officer or other officer with equivalent duties of the US Borrower as to the Solvency (after giving effect to the Transactions on the Closing Date) of the Borrowers and their Subsidiaries) substantially in the form attached hereto as Exhibit I; provided, that, each of the requirements set forth in clauses (iv), (v) and (vi) above, including the delivery of documents and instruments required pursuant to the terms of the Collateral Documents (except for the execution and delivery of the Security Agreements) and, except to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable, or (y) by the delivery of stock certificates of, if delivered to the Parent pursuant to the terms of the Acquisition Agreement and to the extent constituting Pledged Equity, Holdings GP, the US Borrower and its Subsidiaries) and the attachment and perfection of any Lien on Collateral securing the Obligations, shall not constitute conditions precedent to the Borrowing on the Closing Date in each case after the Borrowers’ use of commercially reasonable efforts to provide such items and cause such Liens to be attached and perfected on or prior to the Closing Date it being understood that the Borrowers hereby agree to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as shall not have been expressly waived may be required to perfect such security interests within ninety (90) days after the Closing Date (or with respect to stock certificates of the Loan Parties, to deliver such stock certificates (together with undated stock powers executed in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory blank) to the Administrative Agent and each of within fifteen (15) Business Days after the Lenders:
Closing Date (a) subject to extensions approved by the Administrative Agent in its reasonable discretion), it being understood that, notwithstanding any other provision of this Agreement, a failure to deliver such certificates within fifteen (15) Business Days (or such later period as the Administrative Agent may agree) shall have received multiple counterparts hereof signed by each result in an immediate Event of the parties hereto;Default).
(b) All fees and expenses required to be paid hereunder on the Administrative Agent Closing Date (and all fees and expenses required to be paid under the Engagement Letter and Agency Fee Letter on the Closing Date) and, with respect to expenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the US Borrower) shall have received duly executed Notes for been paid in full in cash, it being agreed that such fees and expenses may be paid with the account proceeds of each Lender that requests Notes;the initial funding of one or more of the Facilities.
(c) Confirmation from the Administrative Agent and each Lender US Borrower (in the form of an officer’s certificate) that prior to or substantially simultaneously with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;been or will be consummated.
(d) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;
(e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party;
(h) the Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;
(i) the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel);
(j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower;
(k) the Administrative Agent and the The Lenders shall have received (i) the financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, at least five (5) three Business Days prior to the date of closing;
Closing Date (mi) all documentation and other information about the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender Loan Parties in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitationthe USA PATRIOT Act and Canadian AML Legislation, and (ii) to the Patriot Act;extent either Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date.
(ne) The representations and warranties set forth in Article V shall be true and correct in all material respects on and as of the Administrative Agent date of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(f) No Default or Event of Default shall have occurred and be continuing as of the Closing Date or would result after giving effect to the extensions of credit on the Closing Date.
(g) The Lead Arrangers shall have received and reviewed, with results satisfactory the Financial Statements.
(h) After giving effect to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management consummation of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
(p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018Transactions, there shall not have occurred a material adverse change in Material Adverse Effect since December 31, 2024. Without limiting the condition (financial or otherwise), operations, business, assets, liabilities or prospects generality of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade provisions of the Borrower’s credit rating last paragraph of two Section 11.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or more notches;
(ii) no actionfunded Loans hereunder shall be deemed to have consented to, suitapproved or accepted or to be satisfied with, investigation each document or proceeding pending other matter required hereunder to be consented to or threatened in any court approved by or before any arbitrator acceptable or governmental authority that purports (a) satisfactory to materially and adversely affect the Borrower or its Subsidiariesa Lender, or (b) to affect any transaction contemplated hereby, other than as disclosed to unless the Administrative Agent and the Lenders on or prior to April 15, 2019;
(iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required notice from such Lender prior to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and
(v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documentsproposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Borrowing. The obligation obligations of the Lenders to close this Credit Agreement and make initial Loans hereunder is and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of such of the following conditions (or waiver in accordance with Section 9.08(b)):
(a) The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such party has signed a counterpart of this Agreement.
(b) The Agent shall have received favorable written opinions (addressed to the Agent and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, and English counsel to the Borrower, substantially in the forms set forth in Exhibit C hereto, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Agent or Required Lenders shall reasonably request. The Borrower hereby instructs its counsel to deliver such opinion to the Agent.
(c) The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all material respects in form and substance reasonably satisfactory to the Agent and its counsel.
(d) The Reorganization and the IPO shall have been consummated.
(e) The Agent shall have received a certificate, dated the Closing Date and signed by the president or chief financial officer of the Borrower, confirming (i) compliance, as of the Closing Date, with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) the consummation of the Reorganization, as contemplated by and described in the Registration Statement, and of the IPO.
(f) The Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, as to the solvency of the Borrower on a consolidated basis after giving effect to the Transactions to occur on or about the Closing Date, including the initial Borrowings hereunder and the payment of the OMGUK Dividend, in form and substance reasonably satisfactory to the Agent.
(g) Immediately after giving effect to the transactions contemplated hereby (including those contemplated by clause (h) below), the Borrower and the Covered Subsidiaries shall have outstanding no Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness referred to in Section 6.01(c), and (iii) Indebtedness owed by the Borrower to OMGUK under the Note, provided that such Indebtedness is subordinated in writing in right of payment to the Obligations pursuant to an Affiliate Subordination Agreement.
(h) All Indebtedness owed by the Borrower to OMGUK under the OMGUK Dividend Note shall have been, or substantially simultaneously with the initial Borrowing hereunder shall be, repaid with the proceeds of such Borrowing and/or other available funds, and the Agent shall be reasonably satisfied with the arrangements for ensuring such repayment.
(i) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01hereof, with each delivery item set forth below in form and substance satisfactory including, to the Administrative Agent extent invoiced, fees and each cost reimbursements of the Lenders:
(a) the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes;
(c) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;
(e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is all reasonable out-of-pocket expenses required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary reimbursed or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken paid by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party;
(h) the Administrative Agent hereunder. The Borrower shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;
(i) the Administrative Agent and the Lenders shall have been paid all fees due and other amounts payable in connection herewith (including fees and expenses of counsel);on the Closing Date pursuant to the Fee Letters.
(j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower;
(k) the Administrative Agent and the The Lenders shall have received (i) the financial statements reference in Section 5.19(b) all documentation and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, at least five (5) Business Days prior to the date of closing;
(m) other information about the Borrower and each other Credit Party shall have provided all information requested its Affiliates required by the Administrative Agent and each Lender in order to comply with bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot USA PATRIOT Act;
(n) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
(p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches;
(ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019;
(iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and
(v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (OM Asset Management PLC)
Conditions to Initial Borrowing. The obligation of each Lender to make the Lenders to close this Credit Agreement and make initial Term Loans hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lendersprecedent:
(a) the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes;
(c) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;
(e) the The Administrative Agent shall have received a certificate Term Loan Notice in accordance with the requirements hereof.
(b) The Target Acquisition shall have been consummated substantially concurrently with the initial Borrowing hereunder, in all material respects in accordance with the Target Acquisition Agreement and no provision of good standing the Target Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified by the Borrower, and no consent or request by the Borrower or any of its Subsidiaries shall have been provided under the Target Acquisition Agreement, in each case, which is materially adverse to the Lenders or the Arranger (in their respective capacities as such) without the Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or certificate of similar meaning) conditioned); provided, that any waiver, amendment, supplement or other modification with respect to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a “Material Adverse Effect;” definition in the Target Acquisition Agreement shall be deemed to be materially adverse to the interests of the Arranger; provided, further that (i) increases in the Merger Consideration (as defined in the Target Acquisition Agreement as of the date thereof), if funded with equity, shall not be deemed to be materially adverse to the interests of the Lenders or the Arranger and shall not require the consent of the Arranger, and (ii) decreases in the Merger Consideration shall not be deemed to be materially adverse to the interests of the Lenders or the Arranger and shall not require the consent of the Arranger if such Merger Consideration decrease does not exceed 10.0% in aggregate.
(fc) the Administrative Agent The Arranger shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party;
(h) the Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations Audited Financial Statements, (ii) the Unaudited Financial Statements, (iii) the Target Financial Statements and warranties in Article V hereof are (iv) the Pro Forma Summary.
(d) (i) The Target Acquisition Agreement Representations shall be true and correct as of the date of the initial Borrowing hereunder and (ii) the Specified Representations shall be true and correct in all material respects (or in the case of a representation or warranty all respects if qualified by materiality, true and correct in all respects), and ) as of the date of the initial Borrowing hereunder.
(iie) no Default or Event No Target Material Adverse Effect on the Target shall have occurred since the date of Default has occurred and the Target Acquisition Agreement that is continuing;.
(f) A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.02(b) and Section 4.02(d)(ii) have been satisfied.
(g) A certificate signed by the chief financial officer of the Borrower, substantially in the form of Exhibit G, attesting to the solvency (on a consolidated basis) of the Borrower and its subsidiaries as of the date of the initial Borrowing hereunder on a pro forma basis after giving effect to the Transactions.
(h) The Availability Period shall not have expired.
(i) The Lenders, the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel);
(j) the Administrative Agent Arranger shall have received a Disbursement Instruction Agreement executed all fees and all expenses required to be paid by the Borrower;
(k) Borrower on or before the Administrative Agent and date of the Lenders shall have received (i) the financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agentinitial Borrowing, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, for which invoices have been presented at least five two (52) Business Days prior to the date of closing;
(m) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;
(n) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
(p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches;
(ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019;
(iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and
(v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documentsinitial Borrowing.
Appears in 1 contract
Conditions to Initial Borrowing. The obligation obligations of the Lenders to close this Credit Agreement and make initial Loans hereunder is and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of such of the following conditions in all material respects on (or prior to the Closing Date as shall not have been expressly waived waiver in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:9.08(b)):
(a) The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such party has signed a counterpart of this Agreement.
(b) The Agent shall have received multiple counterparts hereof signed by each of favorable written opinions (addressed to the parties hereto;
(b) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes;
(c) the Administrative Agent and each Lender shall have received legal opinions the Lenders and dated the Closing Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, and English counsel to the Borrower, substantially in the forms set forth in Exhibit C hereto, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Agent or Required Lenders shall reasonably request. The Borrower hereby instructs its counsel to deliver such opinion to the Agent.
(c) The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;its counsel.
(d) The Reorganization and the Administrative Agent IPO shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;been consummated.
(e) the Administrative The Agent shall have received a certificate certificate, dated the Closing Date and signed by the president or chief financial officer of good standing the Borrower, confirming (or certificate of similar meaningi) with respect to the Borrower issued compliance, as of a recent date by the Secretary Closing Date, with the conditions set forth in paragraphs (a) and (b) of State Section 4.02 and (ii) the consummation of the state of formation Reorganization, as contemplated by and described in the Registration Statement, and of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;IPO.
(f) the Administrative The Agent shall have received a certificate of incumbency certificate, dated the Closing Date and signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party;
(h) the Administrative Agent shall have received a certificate chief financial officer of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming as to the knowledge solvency of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (Borrower on a consolidated basis after giving effect to the Transactions to occur on or in about the case of a representation or warranty qualified by materialityClosing Date, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;
(i) including the Administrative Agent initial Borrowings hereunder and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses payment of counsel);
(j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower;
(k) the Administrative Agent and the Lenders shall have received (i) the financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such SubsidiaryOMGUK Dividend, in each case, at least five (5) Business Days prior to the date of closing;
(m) the Borrower form and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;
(n) the Administrative Agent shall have received and reviewed, with results substance reasonably satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
(p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches;
(ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019;
(iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and
(v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (OM Asset Management PLC)