Delivery of Certain Documents. Immediately following the Borrower Merger, Parent shall deliver or cause to be delivered to Administrative Agent each of the following documents, instruments and agreements: (i) A Certificate of ▇▇▇▇▇▇ issued by the Secretary of State of Delaware evidencing the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) a copy of the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger. (iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger. (iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of incumbency of all officers of Parent who will be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent; (vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereof; (vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to Administrative Agent; and (viii) UCC-3 Amendments duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect to the Existing Mortgages which UCC-3 Amendment will reflect the change of the debtor's name in each such Financing Statement from "Denbury Management, Inc." to "Denbury Resources, Inc."
Appears in 1 contract
Delivery of Certain Documents. Immediately following On the Borrower MergerClosing Date, Parent the Issuer or the Shareholders, as the case may be, shall deliver or cause to be have delivered to Administrative Agent each Investor all of the following documents, instruments and agreementsfollowing:
(i) A Certificate a certificate of ▇▇▇▇▇▇ issued by an officer of Issuer, or such Shareholder, dated the Secretary of State of Delaware evidencing Closing Date, stating that the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇conditions precedent set forth in subsections (a) and (b) above have been satisfied;
(ii) a copy of the Certificate text of Incorporation the resolutions adopted by the Board of Directors and all amendments thereto shareholders of Parent accompanied the Issuer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, along with a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued executed by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent Issuer, certifying to Investor that such copy is copies are true, correct and complete on the date copies of the Borrower Merger.such resolutions and that such resolutions were duly adopted and have not been amended or rescinded;
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate text of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates the such Shareholder authorizing the execution, delivery and performance of this Agreement and the consummation of the Secretary or an Assistant transactions contemplated by this Agreement, along with a certificate executed by the Secretary of Parent such Shareholder, certifying to Investor that such copies are true true, correct and correct complete copies of such resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions were duly adopted with respect to such transactions, and have not been amended, modified amended or revoked in any respect, and are in full force and effect as rescinded;
(iv) copies of the date hereofthird party and governmental consents and approvals referred to in subsection (d) above;
(v) a copy, fully executed by the Issuer of each of the stock purchase agreement for the Series A Preferred Stock in accordance with the terms set forth on Exhibit A (the "Series A Purchase Agreement") and the Option Agreement in substantially the form attached as Exhibit B;
(vi) the certificates representing the Shares, duly endorsed for transfer or accompanied by a duly executed stock power, the certificates representing the shares of Company Common Stock issuable pursuant to Section 6.1 issued in the name of Investor and certificates representing shares of Series A Preferred issuable at Closing pursuant to the Series A Purchase Agreement issued in the name of Investor; and
(vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇such other certificates, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining documents and instruments as Investor reasonably requests related to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to Administrative Agent; and
(viii) UCC-3 Amendments duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect to the Existing Mortgages which UCC-3 Amendment will reflect the change of the debtor's name in each such Financing Statement from "Denbury Management, Inc." to "Denbury Resources, Inc."transactions contemplated hereby.
Appears in 1 contract
Delivery of Certain Documents. Immediately following the Borrower Merger, Parent shall deliver or cause to be delivered to The Administrative Agent shall have received all of the following, each of the following documents, instruments and agreements:
(i) A Certificate of ▇▇▇▇▇▇ issued by the Secretary of State of Delaware evidencing the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(ii) a copy of the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will which shall be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereof;
(vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to the Administrative Agent; Agent and each Lender and, except for any Notes, in sufficient copies for each Lender:
(viii1) UCC-3 Amendments This Agreement, duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect Borrower, all the Lenders, the Issuing Lender and the Administrative Agent;
(2) Each Note requested by any Lender, executed by each Borrower and payable to the Existing Mortgages which UCC-3 Amendment will reflect the change order of such Lenders;
(3) The names and true signatures of the debtorofficers of each Borrower Party authorized to sign each Loan Document to which it is a party, and the resolutions of each Borrower Party's name Board of Directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party, in each case certified by the secretary or assistant secretary of such Financing Statement Borrower Party;
(4) To the extent different from "Denbury Managementthose delivered in connection with the Existing Credit Agreement, Inc." copies of each Borrower Party's certificate or articles of incorporation certified by the secretary of state of the state of incorporation and the bylaws of each Borrower Party certified by its secretary or assistant secretary;
(5) A favorable legal opinion dated the Closing Date addressed to "Denbury Resourcesthe Administrative Agent and the Lenders from counsel to the Company and its Subsidiaries, Inc."which may be inhouse counsel;
(6) A certificate signed by the Chairman of the Board or President and by the Chief Financial Officer or Treasurer of the Company, dated the Closing Date, certifying, after due inquiry and solely in such officer's capacity as an officer of the Company:
(A) that the representations and warranties herein contained as to the Company and its Subsidiaries are true and correct in all material respects, as if made on and as of the Closing Date;
(B) that no Default or Event of Default has occurred and is continuing or would result from any Extension of Credit being made on the Closing Date;
(C) that all conditions precedent set forth in this Section 5.01 ------------ within the Company's control have been satisfied;
(D) that the Company and each of the Significant Subsidiaries, on a pro forma basis after giving effect to the extensions of credit hereunder, will be Solvent.
(7) Such other approvals, opinions, documents or materials as the Administrative Agent or any Lender may request.
Appears in 1 contract
Sources: Credit Agreement (Aecom Merger Corp)
Delivery of Certain Documents. Immediately following the Borrower Merger, Parent shall deliver or cause to be delivered to The Administrative Agent shall have received all of the following, each of the following documents, instruments and agreements:
(i) A Certificate of ▇▇▇▇▇▇ issued by the Secretary of State of Delaware evidencing the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(ii) a copy of the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will which shall be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereof;
(vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to the Administrative Agent; Agent and each Lender and, except for any Notes, in sufficient copies for each Lender:
(viii1) UCC-3 Amendments This Agreement, duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect Borrower, all the Lenders, the Issuing Lender and the Administrative Agent;
(2) Each Note requested by any Lender, executed by each Borrower and payable to the Existing Mortgages which UCC-3 Amendment will reflect order of such Lender;
(3) The Master Guaranty and Intercreditor Agreement, duly executed by the change Company, the Guarantors, the Subsidiary Borrowers, the Administrative Agent, the Lenders, The Prudential Insurance Company of America, Pruco Life Insurance Company, U.S. Private Placement Fund and Bank of America, as the Creditor Agent;
(4) The names and true signatures of the debtor's name officers or other authorized persons of each Borrower Party initially authorized to sign each Loan Document to which it is a party, and the resolutions of each Borrower Party’s Board of Directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party, in each case certified by the secretary or assistant secretary or other authorized person of such Financing Statement Borrower Party or of the Company;
(5) The names and true signatures of the officers or other authorized person of each Permitted Letter of Credit Account Party authorized to sign each document required by the Issuing Lenders for the issuance of Letters of Credit, and the resolutions of each Permitted Letter of Credit Account Party’s Board of Directors approving and authorizing the execution, delivery and performance of each Issuer Document to which it is a party, in each case certified by the secretary or assistant secretary or other authorized person of such Permitted Letter of Credit Account Party;
(6) Copies of the Company’s certificate of incorporation certified by the secretary of state of the state of incorporation, the articles of association of each Subsidiary Borrower certified by its secretary or assistance secretary, the articles or certificate of incorporation of each Subsidiary Guarantor certified by the secretary of state of the state of incorporation or its secretary or assistant secretary, and the bylaws of each Borrower Party certified by its secretary or assistant secretary;
(7) A favorable legal opinion dated the Amendment Effective Date addressed to the Administrative Agent and the Lenders from "Denbury Managementcounsel to the Company and its Subsidiaries, Inc." which may be from in-house counsel;
(8) A certificate signed by a Responsible Officer of the Company, dated the Amendment Effective Date, certifying, after due inquiry and solely in such officer’s capacity as an officer of the Company:
(a) that the representations and warranties herein contained as to "Denbury Resourcesthe Company and its Subsidiaries are true and correct in all material respects, Inc."as if made on and as of the Amendment Effective Date;
(b) that no Default or Event of Default has occurred and is continuing or would result from any Extension of Credit being made on the Amendment Effective Date;
(c) that all conditions precedent set forth in this Section 5.01 have been satisfied or waived;
(d) that the Company, each Significant Subsidiary and each Subsidiary Borrower, on a pro forma basis after giving effect to the extensions of credit hereunder on such date, will be Solvent.
(9) Such other approvals, opinions, documents or materials as the Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Delivery of Certain Documents. Immediately following On the Borrower MergerClosing Date, Parent the Company shall deliver or cause to be have delivered to Administrative Agent each Parent all of the following documents, instruments and agreementsfollowing:
(i) A Certificate a certificate of ▇▇▇▇▇▇ issued by the Secretary Chief Executive Officer and the Chief Financial Officer of State of Delaware evidencing the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Company, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied;
(ii) a copy of (A) the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days text of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the Secretary or an Assistant transactions contemplated by this Agreement, including the Merger, (B) the Charter Documents and Governing Documents of the Company and each of the Subsidiaries, along with a certificate executed by the Secretary of the Company, certifying to Parent that such copies are true true, correct and correct complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law andsuch resolutions, if required by such LawCharter Documents and Governing Documents, by the Bylaws) by the unanimous written consent of the Board of Directors of Parentrespectively, and that such resolutions constitute all the resolutions resolutions, Charter Documents and Governing Documents were duly adopted with respect to such transactions, and have not been amendedamended or rescinded and (C) an incumbency certificate executed on behalf of the Company by the Secretary of the Company certifying the signature and office of each officer executing this Agreement and such other agreements contemplated in this Agreement;
(iii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above;
(iv) the Company’s and each Subsidiary’s minute books, modified or revoked stock transfer records, corporate seal and other materials related to the Company’s and each Subsidiary’s corporate administration;
(v) a copy, fully executed by Shareholders’ Representative, of the Escrow Agreement;
(vi) Parent shall have received the resignation in any respect, writing of the directors and are in full force officers of the Company and effect the Subsidiaries effective as of the date hereofClosing Date and each director shall have waived any and all claims (other than any indemnification claim, subject to the limitations of Massachusetts law and the Company’s Charter Documents, provided that, no such officer or director shall make a claim for indemnification as a result of an indemnification obligation to a Parent Indemnified Party pursuant to Article IX of this Agreement) against the Company and the Subsidiaries as of the Closing Date;
(vii) an a certificate of the Company dated the Closing Date stating that holders of no more than 5% of the shares of Company Capital Stock outstanding immediately prior to the Closing has exercised any appraisal rights under the MBCA;
(viii) such other certificates, documents and instruments as Parent reasonably requests related to the transactions contemplated hereby and not otherwise inconsistent with the provisions of this Agreement; and
(ix) a written opinion of ▇▇▇▇▇▇▇ from Bowditch & ▇▇▇▇▇▇▇▇▇, P.C.LLP, special counsel for Parent dated the date of the Borrower MergerClosing Date, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect addressed to Parent and otherwise in form and substance reasonably satisfactory to Administrative Agent; and
(viii) UCC-3 Amendments duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect to the Existing Mortgages which UCC-3 Amendment will reflect the change of the debtor's name in each such Financing Statement from "Denbury Management, Inc." to "Denbury Resources, Inc."Parent’s counsel;
Appears in 1 contract
Delivery of Certain Documents. Immediately following the Borrower Merger, Parent shall deliver or cause to be delivered to The Administrative Agent shall have received all of the following, each of the following documents, instruments and agreements:
(i) A Certificate of ▇▇▇▇▇▇ issued by the Secretary of State of Delaware evidencing the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(ii) a copy of the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will which shall be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereof;
(vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to the Administrative Agent; Agent and each Lender and, except for any Notes, in sufficient copies for each Lender:
(viii1) UCC-3 Amendments This Agreement, duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect Borrower, all the Lenders, the Issuing Lender and the Administrative Agent;
(2) Each Note requested by any Lender, executed by each Borrower and payable to the Existing Mortgages which UCC-3 Amendment will reflect order of such Lender;
(3) The Master Guaranty and Intercreditor Agreement, duly executed by the change Company, the Guarantors, the Subsidiary Borrowers, the Administrative Agent, the Lenders, The Prudential Insurance Company of America, Pruco Life Insurance Company, U.S. Private Placement Fund, The Northwestern Mutual Life Insurance Company, and Union Bank, as the Creditor Agent;
(4) The names and true signatures of the debtor's name officers of each Borrower Party initially authorized to sign each Loan Document to which it is a party, and the resolutions of each Borrower Party’s Board of Directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party, in each case certified by the secretary or assistant secretary of such Financing Statement Borrower Party;
(5) The names and true signatures of the officers of each Permitted Letter of Credit Account Party authorized to sign each document required by the Issuing Lenders for the issuance of Letters of Credit, and the resolutions of each Permitted Letter of Credit Account Party’s Board of Directors approving and authorizing the execution, delivery and performance of each L/C-Related Document to which it is a party, in each case certified to the secretary or assistant secretary of such Permitted Letter of Credit Account Party;
(6) The Administrative Agent’s standard-form Funds Transfer Agreement, Funds Transfer Authorization and Master Repetitive Wire Instruction, attached hereto as Exhibits G, H and I, respectively, each duly executed by the Company and the Administrative Agent;
(7) A certificate of the Secretary of the Company attesting that there have been no changes to the constituent documents of the Company and of each Subsidiary Guarantor that were previously delivered to the Administrative Agent in connection with the Existing Credit Agreement;
(8) A favorable legal opinion dated the Amendment Effective Date addressed to the Administrative Agent and the Lenders from "Denbury Managementcounsel to the Company and its Subsidiaries, Inc." which may be from in-house counsel;
(9) A certificate signed by the Chief Executive Officer, Vice Chairman, President, Controller, Chief Financial Officer and Treasurer or any Senior Vice President of the Company, dated the Amendment Effective Date, certifying, after due inquiry and solely in such officer’s capacity as an officer of the Company:
(a) that the representations and warranties herein contained as to "Denbury Resourcesthe Company and its Subsidiaries are true and correct in all material respects, Inc."as if made on and as of the Amendment Effective Date;
(b) that no Default or Event of Default has occurred and is continuing or would result from any Extension of Credit being made on the Amendment Effective Date;
(c) that all conditions precedent set forth in this Section 5.01 have been satisfied;
(d) that the Company and each Significant Subsidiaries and each Subsidiary Borrower, on a pro forma basis after giving effect to the extensions of credit hereunder on such date, will be Solvent.
(10) Such other approvals, opinions, documents or materials as the Administrative Agent or any Lender may request.
Appears in 1 contract
Delivery of Certain Documents. Immediately following the Borrower Merger, Parent shall deliver or cause to be delivered to The Administrative Agent shall have received all of the following, each of which shall be in form and substance satisfactory to the following documentsAdministrative Agent and each Lender and, instruments and agreementsexcept for any Notes, in sufficient copies for each Lender:
(i1) A Certificate of ▇▇▇▇▇▇ issued This Agreement, duly executed by each Borrower, all the Secretary of State of Delaware evidencing Lenders, and the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Administrative Agent;
(ii2) a copy of Each Note requested by any Lender, executed by each Borrower and payable to the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the closing of the Borrower ▇▇▇▇▇▇, issued by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iii) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete as of the date of the Borrower Merger.
(iv) certificates and other documents issued by the appropriate Governmental Authorities order of such jurisdictions as Administrative Agent has requested relating to the Domestication and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictionsLender;
(v3) a certificate of incumbency of all officers of Parent who will be authorized to execute or attest to the Fourth Amendment and any other Loan PaperThe Master Guaranty, dated the date of the Borrower ▇▇▇▇▇▇, duly executed by the Secretary or an Assistant Secretary of ParentGuarantors and the Administrative Agent;
(vi4) copies A Request for Extension of Credit, duly executed by the Administrative Borrower;
(5) The names and true signatures of the officers of each Borrower Party initially authorized to sign each Loan Document to which it is a party, and the resolutions of each Borrower Party’s Board of Directors approving the Fourth Amendment and authorizing the transactions contemplated execution, delivery and performance of each Loan Document to which it is a party, in each case certified by the Fourth Amendment and the other Loan Papers, duly adopted by the Board secretary or assistant secretary of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereofBorrower Party;
(vii6) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for The Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Documents (as defined in the Parent and otherwise in form and substance satisfactory to Administrative Agent; and
(viii) UCC-3 Amendments Credit Agreement), duly executed by Parent with respect to each UCC Financing Statement filed of the parties hereto;
(7) Copies of the constituent documents of each Borrower Party certified by its secretary or recorded with respect assistant secretary;
(8) A favorable legal opinion dated the Closing Date addressed to the Existing Mortgages Administrative Agent and the Lenders from counsel to the Borrower Parties, which UCC-3 Amendment will reflect may be from in-house counsel;
(9) A certificate signed by the change Chief Executive Officer, Vice Chairman, President, Controller, Chief Financial Officer and Treasurer or any Senior Vice President of each Borrower Party, dated the Closing Date, certifying, after due inquiry and solely in such officer’s capacity as an officer of the debtor's name applicable Borrower Party:
(a) that the representations and warranties herein contained as to the Borrowers and the representations and warranties contained in the Master Guaranty as to the Guarantors are true and correct in all material respects, as if made on and as of the Closing Date;
(b) that no Default or Event of Default has occurred and is continuing or would result from any Extension of Credit being made on the Closing Date;
(c) that all conditions precedent set forth in this Section 5.01 have been satisfied;
(d) that the Borrowers and each such Financing Statement from "Denbury ManagementGuarantor, Inc." on a pro forma basis after giving effect to "Denbury Resourcesthe extensions of credit hereunder, Inc."will be Solvent.
(10) Such other approvals, opinions, documents or materials as the Administrative Agent or any Lender may request.
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Delivery of Certain Documents. Immediately following the Borrower Merger, Parent Agent shall deliver to Owner and Assignee on or cause prior to be delivered to Administrative Agent each the date that is sixty -five (65) days from the date of the following documents, instruments and agreementsthis Agreement:
(ia) A Certificate a fully executed and complete copy of ▇▇▇▇▇▇ issued by the Secretary of State of Delaware evidencing Cheyenne Consent and the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇MEAN Consent;
(iib) a copy current survey of the Certificate of Incorporation and all amendments thereto of Parent accompanied by a certificate that such copy is true, correct and complete, and dated within ten Premises (10) days of including the closing of the Borrower ▇▇▇▇▇▇, issued lands encumbered by the Secretary of State of Delaware and accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete on the date of the Borrower Merger.
(iiiRequired Easement Agreements) a copy of the Bylaws and all amendments thereto, of Parent accompanied by a certificate of the Secretary or an Assistant Secretary of Parent that such copy is true, correct and complete dated as of the date of delivery (the Borrower Merger.
(iv) certificates and other documents issued "Survey"), certified by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating Surveyor to the Domestication Title Company, Agent, Owner and to the effect that Borrower is in good standing with respect to the payment of franchise Assignee and similar Taxes and is duly qualified to transact business in such jurisdictions;
(v) a certificate of incumbency of all officers of Parent who will be authorized to execute or attest to the Fourth Amendment and any other Loan Paper, dated the date of the Borrower ▇▇▇▇▇▇, executed by the Secretary or an Assistant Secretary of Parent;
(vi) copies of resolutions approving the Fourth Amendment and authorizing the transactions contemplated by the Fourth Amendment and the other Loan Papers, duly adopted by the Board of Directors of Parent accompanied by certificates of the Secretary or an Assistant Secretary of Parent that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws) by the unanimous written consent of the Board of Directors of Parent, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the date hereof;
(vii) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel for Parent dated the date of the Borrower Merger, favorably opining as to the enforceability with respect to Parent of the Fourth Amendment, the Credit Agreement as amended by the Fourth Amendment and each of the other Loan Papers with respect to Parent and otherwise in form and substance satisfactory to Administrative Owner and Assignee in all respects;
(c) a certification by the Surveyor on the Survey or an official of an appropriate Governmental Authority as to the flood zone designation of the Premises;
(d) any blanket easements contained in the Easement Agreement shall be specifically located, and all easement agreements for the benefit of Owner as are necessary for the construction and operation of the Project over lands adjacent to the Premises, including, without limitation, easements for access to a public road, gas lines, transmission lines, water service, sewer service, coal storage and delivery of coal by conveyors (collectively, the "Required Easement Agreements"), together with collateral assignments of such Required Easement Agreements in favor of Assignee;
(e) subordination and/or non-disturbance agreements from any lienholders of the lands encumbered by the Required Easement Agreements, in recordable form;
(f) an American Land Title Association 1999 Class A Survey of the Premises and the lands encumbered by the Required Easement Agreements, certified to the Title Company, Agent, Owner and Assignee;
(g) an endorsement to the title policy for the Premises deleting any Survey exception, adding the lands encumbered by the Required Easement Agreements and containing no additional exceptions not acceptable to Owner and Assignee, subject only to Permitted Liens (excluding, however, any exceptions to the title as set forth in the title insurance policy delivered to Owner and Assignee under Section 4 hereof which are not acceptable to Owner and Assignee);
(h) amendments reasonably requested by Owner and Assignee to any of the Operative Documents reflecting the addition of the Required Easement Agreements;
(i) amendments reasonably requested by Owner and Assignee, to this Agreement, the Lease, the Memorandum of Lease, any mortgage granted by Agent and any financing statements filed, reflecting the addition of the Required Easement Agreements;
(j) all Project Contracts necessary for the operation and maintenance of the Project, including, without limitation, an agreement for interconnection service and a services and facilities agreement with any neighboring power plants shall be available to the Project on commercially reasonable terms and copies thereof shall have been delivered to Owner and Assignee upon reasonable request;
(k) evidence of approval from the appropriate Governmental Authority of Owner's application for EWG status or a representation that Agent has not received, nor is aware or has any knowledge of, any objections to such application for EWG status; and
(viii) UCC-3 Amendments duly executed by Parent with respect to each UCC Financing Statement filed or recorded with respect to the Existing Mortgages which UCC-3 Amendment will reflect the change of the debtor's name in each such Financing Statement from "Denbury Management, Inc." to "Denbury Resources, Inc."
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