Document Deliverables. The Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) A counterpart of this Agreement duly executed by the Borrower, the Agent and the Lenders; (ii) Notes duly executed by the Borrower payable to each Lender requesting a Note pursuant to Section 2.13(d); (iii) A certificate of the secretary or assistant secretary of the General Partner certifying (A) the names and true signatures of the officers of the General Partner authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document, (B) the limited partnership agreement and charter of the Borrower, together with all amendments, as in effect on the date of such certification, and (C) resolutions of the board of directors or other equivalent governing body of the General Partner approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and authorizing the borrowings and other transactions contemplated hereunder, in form and substance reasonably satisfactory to the Agent and each of the Lenders; (iv) A Certificate of the Secretary of State of the State of Delaware as to the existence and good standing of the Borrower in the State of Delaware; (v) A certificate of the Borrower in form and substance reasonably satisfactory to the Agent and each of the Lenders certifying (A) the representations and warranties made by the Borrower in Article V are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects and except to the extent such representations and warranties expressly speak to an earlier date, in which case such representations or warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing; (vi) Legal opinions with respect to customary matters from the Borrower’s counsel, in form and substance reasonably satisfactory to the Agent and each of the Lenders and addressed to the Agent and the Lenders; (vii) The Initial Financial Statements and the financial projections of the Borrower for each year (presented on an annual basis) from (and including) January 1, 2015 through December 31, 2017; (viii) Five days prior to the Closing Date (or such later date as the Agent shall reasonably agree) all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested by the Agent a reasonable period in advance of the date that is five days prior to the Closing Date; and (ix) The Agent shall have received a Borrowing Notice duly executed by the Borrower as required by Section 2.8, together with a designation of the account or accounts to which the proceeds of the Credit Extension made on the Closing Date are to be disbursed.
Appears in 1 contract
Sources: Term Loan Agreement (Enable Midstream Partners, LP)
Document Deliverables. The Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
(i) A counterpart of this Agreement duly executed by the Borrower, the Agent and the Lenders;
(ii) Notes duly executed by the Borrower payable to each Lender requesting a Note pursuant to Section 2.13(d)2.13;
(iii) A certificate of the secretary secretary, the assistant secretary, or assistant secretary any Authorized Officer of the General Partner certifying (A) the names and true signatures of the officers of the General Partner authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document, (B) the limited partnership agreement and charter of the Borrower, together with all amendments, as in effect on the date of such certification, and (C) resolutions of the board of directors or other equivalent governing body of the General Partner approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and authorizing the borrowings and other transactions contemplated hereunder, in form and substance reasonably satisfactory to the Agent and each of the LendersArrangers;
(iv) A Certificate of the Secretary of State of the State of Delaware as to the existence and good standing of the Borrower in the State of Delaware;
(v) A certificate of the Borrower in form and substance reasonably satisfactory to the Agent and each of the Lenders Arrangers certifying (A) the representations and warranties made by the Borrower in Article V are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects and except to the extent such representations and warranties expressly speak to an earlier date, in which case such representations or warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing;
(vi) Legal opinions with respect to customary matters from the Borrower’s counsel, in form and substance reasonably satisfactory to the Agent and each of the Lenders Arrangers and addressed to the Agent and the Lenders;
(vii) The Initial Financial Statements and the financial projections of the Borrower for each year (presented on an annual basis) from (and including) January 1, 2015 2018 through December 31, 20172020;
(viii) Five days prior to the Closing Date (or such later date as the Agent shall reasonably agree) all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested by the Agent a reasonable period in advance of the date that is five days prior to the Closing Date; and
(ix) The Agent shall have received a Borrowing Notice duly executed by the Borrower as required by Section 2.8, together with a designation of the account or accounts to which the proceeds of the Credit Extension made on the Closing Date are to be disbursed.
Appears in 1 contract
Sources: Revolving Credit Agreement (Enable Midstream Partners, LP)
Document Deliverables. The Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
(i) A counterpart of this Agreement duly executed by the Borrower, the Agent and the Lenders;
(ii) Notes duly executed by the Borrower payable to each Lender requesting a Note pursuant to Section 2.13(d)2.13;
(iii) A certificate of the secretary secretary, assistant secretary, or assistant secretary any Authorized Officer of the General Partner certifying (A) the names and true signatures of the officers of the General Partner authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document, (B) the limited partnership agreement and charter of the Borrower, together with all amendments, as in effect on the date of such certification, and (C) resolutions of the board of directors or other equivalent governing body of the General Partner approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and authorizing the borrowings and other transactions contemplated hereunder, in form and substance reasonably satisfactory to the Agent and each of the LendersAgent;
(iv) A Certificate of the Secretary of State of the State of Delaware as to the existence and good standing of the Borrower in the State of Delaware;
(v) A certificate of the Borrower in form and substance reasonably satisfactory to the Agent and each of the Lenders certifying that (A) the representations and warranties made by the Borrower contained in Article V are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects respects) on and as of the Closing Date, except to the extent any such representations and warranties expressly speak representation or warranty is stated to relate solely to an earlier date, in which case such representations representation or warranties shall have been warranty is true and correct in all material respects or (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects, as applicable, ) on and as of such earlier date) date and (B) no Default or Event of Default has occurred and is continuing;
(vi) Legal opinions with respect to customary matters from the Borrower’s counsel, in form and substance reasonably satisfactory to the Agent and each of the Lenders and addressed to the Agent and the Lenders;
(vii) The Initial Financial Statements and the financial projections of the Borrower for each year (presented on an annual basis) from (and including) January 1, 2015 through December 31, 2017Statements;
(viii) Five No later than five days prior to the Closing Date (or such later date as the Agent shall reasonably agree) ), all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the Act, that has been reasonably requested by the Agent or any Lender a reasonable period in advance of the date that is five days prior to the Closing Date;
(ix) No later than five days prior to the Closing Date (or such later date as the Agent shall reasonably agree), if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower; and
(ixx) The Agent shall have received a Borrowing Notice duly executed and delivered by the Borrower as required by Section 2.8, together with (A) a designation of the account or accounts to which the proceeds of the Credit Extension made on the Closing Date are to be disburseddisbursed and (B) in the case of a Eurodollar Advance to be made on the Closing Date, a funding indemnity letter with respect to breakage costs incurred if such Advance is not made on such proposed Borrowing Date.
Appears in 1 contract
Sources: Term Loan Agreement (Enable Midstream Partners, LP)