Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated: (i) the Note(s) to be purchased by such Purchaser; (ii) a favorable opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion; (iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation; (iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries; (v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated; (vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied; (viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization; (ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition); (x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and (xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 3 contracts
Sources: Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc)
Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicatedIT WAS RESOLVED that:
(ia) it would promote the Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion success of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel the Company for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form benefit of Exhibit C attached hereto and as to such other matters its members as a Purchaser may reasonably request. The Obligors hereby direct each such counsel whole to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of enter into the transactions contemplated by this the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the issuance security as set out in the Interim Debenture;
(b) the terms of the Notes transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from on behalf of the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as any of the Closing Date and signed by the chief financial officer of the Company, confirming that Documents to which the Company is Solvent, a party be and it is hereby authorised (in the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect form of the drafts produced to the sale of meeting or with such amendments thereto as the Notes and any other extensions of credit on person executing or sealing them pursuant to the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisitionauthority conferred by these resolutions may in their absolute discretion think fit);
(xd) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) audited financial statements of (A) those Documents to which the Company is a party and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, which require execution as a deed;
(ii) unaudited financial statements of Progressive Finance any and its Subsidiaries, for all deeds which may be required pursuant to or in connection with the month ending January 31, 2014 and (iii) financial projections for Documents or the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only case, in the form of the drafts produced to the extent meeting or in such financial projections are required form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be delivered under taken in accordance with any requirement of any of the SunTrust Agreement)agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(xij) such additional documents all acts and things heretofore done by any Authorised Signatory or certificates by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with respect to such legal matters or corporate or other proceedings related to the transactions contemplated by the foregoing resolutions be, and hereby as may be reasonably requested by such Purchaserare, ratified, approved and confirmed in all respects.
Appears in 3 contracts
Sources: Interim Facilities Agreement, Interim Facilities Agreement, Interim Facilities Agreement
Execution and Delivery of Documents. Such Purchaser The Company shall have received delivered, or cause to be delivered, to you duly executed, original or certified copies of the followingfollowing documents, each to be dated the Date date of Closing closing unless otherwise indicated:
(i) the Note(s) to be purchased by such Purchaser;in substantially the form of Exhibits A-1 and A-2 attached hereto.
(ii) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ . ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for General Counsel of the Obligors Company and the Guarantor (or such other counsel designated by the Obligors Company and the Guarantor and acceptable to each Purchaseryou) satisfactory to each Purchaser you and substantially in the form of Exhibit C B attached hereto and as to such other matters as a Purchaser you may reasonably request. The Obligors Each of the Company and the Guarantor hereby direct directs each such counsel to deliver such opinion, agree agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand understands and agree agrees that each Purchaser you will and are hereby is authorized to rely on such opinion;.
(iii) the Articles/Certificate of Incorporation of each of the ObligorsCompany and the Guarantor, each certified as of a recent date by the Secretary Secretaries of State of the State of Delaware and the Commonwealth of Massachusetts, respectively, and the Bylaws of the Company and the Guarantor certified by their respective jurisdictions of incorporation;Secretaries.
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Obligors Company and the Guarantor authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;.
(viv) a certificate of the Secretary of each of the Obligors Company and the Guarantor (A) attaching resolutions of the board Board of directors (or similar governing body) Directors of the Obligors Company and the Guarantor evidencing approval of the transactions contemplated by this Agreement and the Guaranty and the issuance of the Notes and the Guaranty and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted at a meeting duly held and such resolutions have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors Company or the Guarantor have been commenced or are contemplated;, and (C) identifying and attaching any proposed or effected amendments to or changes in the Certificate of Incorporation of the Company and the Guarantor since the date of the certified copies thereof provided pursuant to clause (iii) above or, if none, so certifying.
(vi) an Officer's Certificate of the Company and the Guarantor certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of the date of closing, except to the extent of changes caused by the transactions herein contemplated; (B) there shall exist on the date of closing no Event of Default or Default; and (C) no condition, event or act that has or would materially and adversely affect its business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole has occurred since July 5, 1997 nor is threatened or reasonably likely to occur.
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor (A) the Company, from their respective jurisdictions the Commonwealth of organization;Massachusetts and (B) the Guarantor, from the State of Delaware.
(viii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company, the Guarantor or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of the Commonwealth of Massachusetts and the State of Delaware together with copies of such financing statements.
(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional Additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaseryou.
Appears in 1 contract
Sources: Senior Promissory Note Agreement (Quaker Fabric Corp /De/)
Execution and Delivery of Documents. Such Purchaser shall have received We, the followingundersigned, each being the directors of the Company, and the only persons entitled to be dated receive notice, attend and vote at a meeting of the Date Board, subject to the passing of Closing unless otherwise indicatedthe Resolutions by the sole shareholder of the Company, RESOLVE that:
(ia) it would promote the Note(s) success of the Company for the benefit of its members as a whole to be purchased by such Purchaserenter into the Transaction and it is to the further benefit and advantage of the Company to grant the security as set out in the relevant Transaction Documents;
(iib) a favorable opinion the terms of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for and the Obligors (or such other counsel designated transactions and matters contemplated by the Obligors each Transaction Document be and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors they are hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinionapproved;
(iiic) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from on behalf of the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as any of the Closing Date and signed by the chief financial officer of the Company, confirming that Transaction Documents to which the Company is Solvent, a party be and it is hereby authorised (in the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect form of the drafts produced to the sale of Board or with such amendments thereto as the Notes and any other extensions of credit on person executing or sealing them pursuant to the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisitionauthority conferred by these resolutions may in their absolute discretion think fit);
(xd) each director of the Company (each an “Authorised Signatory”) be and is hereby authorised to sign on behalf of the Company any of the Transaction Documents to which the Company is party and which require execution under hand and to do such other things as that director may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed herein are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders (as defined in the Senior Facilities Agreement) or any other person may require in connection with any of the Transaction Documents (including, without limitation, any joinder, accession, agreement, any bank mandate, any drawdown notice, any hedging agreement, any payment instructions, any deeds of release, any deed of indemnity and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) audited financial statements of (A) those Transaction Documents to which the Company is a party and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, which require execution as a deed;
(ii) unaudited financial statements of Progressive Finance any and its Subsidiaries, for all deeds which may be required pursuant to or in connection with the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing DateTransaction Documents, in each case on a pro forma basis (but only case, in the form of the drafts produced to the extent Board or in such financial projections are required form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) each Authorised Signatory be and he is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(h) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be delivered under taken in accordance with any requirement of any of the SunTrust Agreement)agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(xii) such additional documents all acts and things heretofore done by any Authorised Signatory or certificates by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with respect to such legal matters or corporate or other proceedings related to the transactions contemplated by the foregoing resolutions be, and hereby as may be reasonably requested by such Purchaserare, ratified, approved and confirmed in all respects.
Appears in 1 contract
Sources: Formalities Certificate
Execution and Delivery of Documents. Such Purchaser The Purchasers shall have received the following, each of which shall be originals, or telecopies or other electronically transmitted copies as agreed to be by the Purchasers (in each case followed promptly by originals), and unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party and dated the Agreement Effective Date (or, in the case of Closing unless otherwise indicatedcertificates of governmental officials, a recent date before the Agreement Effective Date) and each in form and substance satisfactory to the Purchasers:
(i) duly executed counterparts of this Agreement and the Note(s) Guaranty Agreement, duly executed by all parties thereto, sufficient in number for distribution to be purchased by such Purchasereach Purchaser and the Company;
(ii) a favorable opinion The Notes, amended in the form of Exhibit A-1 and Exhibit A-2 hereto;
(iii) duly executed counterparts of the Security Agreement, together with:
(A) proper financing statements (as defined in the UCC) in form appropriate for filing under the UCC of all jurisdictions that the Purchasers may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement.
(B) completed requests for information, dated on or before the Agreement Effective Date, listing all effective financing statements filed that name any Credit Party as debtor (including any legal name of the Credit Parties used during the past five (5) years) filed with the appropriate UCC filing office in any jurisdiction reasonable requested by the Purchasers, together with copies of such financing statements.
(C) Certificates, if any, representing all equity interests of the Credit Parties accompanied by undated stock powers executed in blank or registered in the name of such nominee or nominees as the Collateral Agent shall specify, as the Purchasers may request.
(D) originals of all instruments required by the Security Agreement, together with duly executed undated endorsements in blank affixed thereto, as the Purchasers may request,
(E) evidence that all other actions, recordings and filings required by the Security Agreement, or that the Purchasers may deem necessary or desirable in order to perfect or protect the Liens created under the Security Agreement have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, and filings or recordings with the United States Copyright Officer or the United States Patent and Trademark Office);
(iv) Mortgages covering all owned real property of the Credit Parties (other than real property located in the Commonwealth of Virginia and the residential home located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel High Point, North Carolina 27261), duly executed by the appropriate Credit Party, together with (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Purchasers may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the Obligors benefit of the holders of the Notes and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, and (B) the Mortgaged Property Support Documents;
(v) such certificates of resolutions or such other counsel designated by action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Obligors Purchasers may require evidencing the identity, authority and acceptable capacity of each Responsible Officer thereof authorized to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters act as a Purchaser Responsible Officer in connection with this Agreement and the other Note Documents to which such Credit Party is a party or is to be a party;
(vi) such documents and certifications as the Purchasers may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vii) favorable opinions of counsel to the Credit Parties, addressed to the Purchasers, addressing such matters concerning the Credit Parties and the Note Documents as the Purchasers may reasonably request, including without limitation the enforceability of the Note Documents, and the creation and perfection of Liens contemplated by this Agreement. The Obligors Company hereby direct directs each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, understands and understand and agree agrees that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(viviii) a certificate of the Secretary a Responsible Officer of each of the Obligors Credit Party (A) either (1) attaching resolutions copies of all consents, licenses and approvals required in connection with the board of directors (or similar governing body) of the Obligors evidencing approval consummation by such Credit Party of the transactions contemplated by this Agreement and the issuance of the Notes hereby and the execution, delivery and performance thereofby such Credit Party and the validity against such Credit Party of the Note Documents to which it is a party, and authorizing certain officers to execute such consents, licenses and deliver the sameapprovals shall be in full force and effect, and certifying or (2) stating that no such resolutions were duly and validly adopted and have not since been amendedconsents, revoked licenses or rescindedapprovals are so required, and (B) certifying that no dissolution action, suit, investigation or liquidation proceedings as proceeding is pending or, to the Obligors have been commenced knowledge of such Credit Party, threatened in any court or are contemplated;
before any arbitrator or governmental authority which could reasonably be expected to result in any material adverse change in the business, condition (viifinancial or otherwise) an Officer’s Certificate from or operations of the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates its Subsidiaries taken as to each Obligor from their respective jurisdictions of organizationa whole;
(ix) a solvency certificate, dated certificate signed by a Responsible Officer of the Company certifying (A) the representations and warranties contained in paragraph 8 shall be true on and as of the Closing Agreement Effective Date and signed by in all material respects; (B) there shall exist no Event of Default or Default on the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and Agreement Effective Date after giving effect to the sale provisions of this Agreement; and (C) that, except as set forth on Schedule 8B, there shall have been no event or circumstance since the date of the Notes and any other extensions of credit on the Closing Date and the consummation audited financial statements of the other transactions contemplated herein (including Company delivered pursuant to paragraph 5A that has had or could reasonably be expected to have, either individually or in the Closing Date Acquisition)aggregate, a Material Adverse Effect;
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are evidence that all insurance required to be delivered maintained pursuant to the Note Documents has been obtained and is in effect, together with the certificates of insurance, naming the Purchasers as additional insureds under liability insurance policies and the SunTrust AgreementCollateral Agent, on behalf of the holders of the Notes, as an additional insured or loss payee, as the case may be, under all insurance casualty and property policies maintained with respect to the assets and properties of the Credit Parties that constitute Collateral;
(xi) evidence that any Liens on the Collateral, other than Liens permitted under paragraph 6C(1), shall have been terminated and released;
(xii) duly executed counterparts of the Collateral Agency Agreement appointing the Collateral Agent; and
(xixiii) such additional documents other assurances, certificates, documents, consents or certificates with respect to such legal matters or corporate or other proceedings related to opinions as the transactions contemplated hereby as Purchasers reasonably may be reasonably requested by such Purchaserrequire.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc.)
Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicatedIT WAS RESOLVED that:
(ia) it would promote the Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion success of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel the Company for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form benefit of Exhibit C attached hereto and as to such other matters its members as a Purchaser may reasonably request. The Obligors hereby direct each such counsel whole to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of enter into the transactions contemplated by this Agreement the Documents and it is to the issuance further benefit and advantage of the Notes Company to grant the security as set out in the Limited Recourse Third Party Share Charge;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from on behalf of the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as any of the Closing Date and signed by the chief financial officer of the Company, confirming that Documents to which the Company is Solvent, a party be and it is hereby authorised (in the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect form of the drafts produced to the sale of meeting or with such amendments thereto as the Notes and any other extensions of credit on person executing or sealing them pursuant to the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisitionauthority conferred by these resolutions may in their absolute discretion think fit);
(xd) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) audited financial statements of (A) those Documents to which the Company is a party and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on which require execution as a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.deed;
Appears in 1 contract
Execution and Delivery of Documents. Such Each Purchaser shall have received the following, each to be dated the Date date of Closing execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the parties thereto, as applicable:
(i) This Amendment, dated as of the Note(s) to be purchased by such Purchaser;Amendment No. 1 Effective Date.
(ii) A certificate of a favorable opinion Responsible Officer, dated as of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Amendment No. 1 Effective Date, special counsel for certifying that (A) the Obligors (or such other counsel designated by representations and warranties contained in this Amendment and the Obligors Agreement, as amended hereby, are true and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto correct on and as of the Amendment No. 1 Effective Date, except to the extent that such other matters representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such directionearlier date, (B) no Event of Default or Default exists as of the date thereof and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;(C) all of the conditions specified in this paragraph 7 have been met.
(iii) the Articles/Certificate A certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 1 Effective Date, certifying (A) the existence of the Company and one the General Partner, (B) the Company Partnership Agreement, (C) the Company’s and General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 7 and the related transactions, and (E) all documents evidencing other officer (who is not signing any necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other document or agreement documents executed in connection herewith.
(iv) of each A certificate of the ObligorsSecretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 1 Effective Date, certifying as to the names, titles names and true signatures of the officers of the Obligors General Partner authorized to sign this Agreement and the Notes Amendment and the other documents to be delivered hereunder;executed in connection herewith.
(viv) a certificate Certificates of the Secretary or an Assistant Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificateGuarantors, dated as of the Closing Date and signed by the chief financial officer of the CompanyAmendment No. 1 Effective Date, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of certifying (A) the Company and its Subsidiaries for the period ending December 31organizational documents of such Guarantor, 2013 and (B) Progressive Finance the resolutions of the governing body of such Guarantor approving this Amendment, the documents to be executed by such Guarantor described in this paragraph 7 and its Subsidiariesthe related transactions, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iiiC) financial projections for the Company all other documents evidencing other necessary corporate, partnership or limited liability company action and its Subsidiaries after giving effect governmental approvals, if any, with respect to the Closing Date Acquisition, the sale of the Notes this Amendment and the other extensions of credit on the Closing Date, documents executed in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); andconnection herewith.
(xivi) such Such additional documents or certificates with respect to such legal matters or corporate limited liability company, limited partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. Such Each Purchaser shall have received the following, each to be dated the Date date of Closing execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the parties thereto, as applicable:
(i) this Amendment, duly executed by the Note(s) to be purchased by such PurchaserCompany, the Guarantors and the Purchasers;
(ii) a favorable opinion an executed copy of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPan amendment to the Bank Agreement in form and substance satisfactory to the Required Holder(s), special counsel for permitting the Obligors (or such other counsel designated transactions contemplated hereby and by the Obligors and acceptable other Loan Documents (the “Amendment to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinionBank Agreement”);
(iii) a certificate dated as of the Articles/Certificate Amendment No. 4 Effective Date from a Responsible Officer stating that after giving effect to the consent set forth in paragraph 6 hereof (A) all representations and warranties of Incorporation of the Company set forth in this Amendment, the Agreement, as amended hereby, and each of the Obligors, each certified as other Loan Documents to which it is a party are true and correct in all material respects; (B) no Event of a recent date by Default or Default has occurred and is continuing; and (C) the Secretary of State of their respective jurisdictions of incorporationconditions in this paragraph 8 have been met or waived;
(iv) the Bylaws of each a certificate dated as of the ObligorsAmendment No. 4 Effective Date from the Chief Financial Officer of the Company stating that the Company and its Subsidiaries are Solvent on a Consolidated basis after giving effect to the Chief Acquisition, certified by each of their respective Secretariesthis Amendment and the transactions contemplated hereby;
(v) an incumbency a certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, secretary or assistant secretary of the Ultimate General Partner certifying as to the names, titles and true signatures of the officers Amendment No. 4 Effective Date to (A) the existence of the Obligors authorized to sign this Agreement Company and the Notes General Partner, (B) the Company Partnership Agreement, (C) the General Partner’s organizational documents, (D) the Ultimate General Partner’s organizational documents, (E) the resolutions of the Ultimate General Partner approving the Chief Acquisition, this Amendment and the other Loan Documents executed and delivered on or before the date of such certificate, and (F) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to be this Amendment and the other Loan Documents executed and delivered hereunderon or before the date of such certificate;
(vi) a certificate certificates of good standing and existence for the Secretary of each of Company, the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement General Partner and the issuance of Ultimate General Partner from the Notes applicable state in which the Company, the General Partner and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplatedUltimate General Partner is organized;
(vii) an Officer’s Certificate from copies of the Company certifying that Chief Purchase and Sale Agreement together with the conditions specified in paragraphs 3F, 3H exhibits and 3I have been satisfied;schedules thereto certified by a Responsible Officer as being true and correct copies of such documents as of the date hereof; and
(viii) corporate good standing certificates such other documents, governmental certificates, agreements and lien searches as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as Purchaser may be reasonably requested by such Purchaserrequest.
Appears in 1 contract
Execution and Delivery of Documents. Such Purchaser The Company shall have received delivered, or cause to be delivered, to Prudential duly executed, original or, if satisfactory to Prudential, certified or other copies of the followingfollowing documents, each to be dated the Date date of Closing closing unless otherwise indicated, and, on the date of closing in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof:
(i) the Note(s) to be purchased by such PurchaserNote in substantially the form of EXHIBIT A attached hereto;
(ii) a favorable opinion of Benesch, Friedlander, Copl▇▇ & Aron▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P special counsel for to the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) Company, satisfactory to each Purchaser Prudential and substantially in the form of Exhibit C EXHIBIT B attached hereto and as to such other matters as a Purchaser may reasonably requesthereto. The Obligors Company hereby direct each directs such counsel to deliver such opinion, agree agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand understands and agree agrees that each Purchaser Prudential will and is hereby is authorized to rely on such opinion;
(iii) the Articles/a Secretary's Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the ObligorsCompany certifying, certifying among other things, (A) as to the names, titles and true signatures of the officers of the Obligors Company authorized to sign this Agreement and Agreement, the Notes Note and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by in connection with this Agreement and the issuance of the Notes and the executionAgreement, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings attached as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3FExhibit A thereto is a true, 3H accurate and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as complete copy of the Closing Date and signed by the chief financial officer Articles of Incorporation of the Company, confirming certified by the Secretary of State of Ohio as of a date not more than fifteen Business Days from the date of closing, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Code of Regulations which were duly adopted and are presently in effect and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors duly adopted at a meeting of the Company's Board of Directors, and such resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a good standing certificate for the Company is Solvent, and from the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale Secretary of the Notes and any other extensions State of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition)Ohio;
(xiv) (i) audited financial statements of an Officer's Certificate certifying that (A) the Company representations and its Subsidiaries for the period ending December 31, 2013 warranties contained in paragraph 8 shall be true on and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale as of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.date of
Appears in 1 contract
Sources: Note Purchase Agreement (Corrpro Companies Inc /Oh/)
Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(i) the Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xiix) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. Such Each Purchaser shall have received the following, each to be dated the Date date of Closing execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the parties thereto, as applicable:
(i) This Amendment, dated as of the Note(s) to be purchased by such Purchaser;Amendment No. 2 Effective Date.
(ii) A certificate of a favorable opinion Responsible Officer, dated as of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Amendment No. 2 Effective Date, special counsel for certifying that (A) the Obligors (or such other counsel designated by representations and warranties contained in this Amendment and the Obligors Agreement, as amended hereby, are true and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto correct on and as of the Amendment No. 2 Effective Date, except to the extent that such other matters representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such directionearlier date, (B) no Event of Default or Default exists as of the date thereof and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;(C) all of the conditions specified in this paragraph 16 have been met.
(iii) the Articles/Certificate A certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying (A) the existence of the Company and one the General Partner, (B) the Company Partnership Agreement, (C) the Company’s and General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 16 and the related transactions, and (E) all documents evidencing other officer (who is not signing any necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other document or agreement documents executed in connection herewith.
(iv) of each A certificate of the ObligorsSecretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying as to the names, titles names and true signatures of the officers of the Obligors General Partner authorized to sign this Agreement and the Notes Amendment and the other documents to be delivered hereunder;executed in connection herewith.
(viv) a certificate Certificates of the Secretary or an Assistant Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificateGuarantors, dated as of the Closing Date and signed by Amendment No. 2 Effective Date, certifying (A) the chief financial officer organizational documents of such Guarantor, (B) the resolutions of the Companygoverning body of such Guarantor approving this Amendment, confirming that the documents to be executed by such Guarantor described in this paragraph 16 and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(vi) The Company Security Agreement, the Guarantor Security Agreement, the Bank Agreement, the Intercreditor Agreement and a Second Amended and Restated Subsidiary Guaranty Agreement made by each existing Guarantor, each El Paso Acquired Company (and CFS and Dauphin will have been renamed Crosstex Processing Services, LLC and Crosstex Pelican, LLC, respectively), Crosstex NGL Marketing, L.P., a Texas limited partnership, and Crosstex NGL Pipeline, L.P., a Texas limited partnership, in favor of the Holders, each of which will be in full force and effect.
(vii) Appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral acquired in connection with the El Paso Acquisition for filing with the appropriate authorities.
(viii) A certificate dated as of the Effective Date from the Chief Financial Officer of the Company is Solvent, and as to Solvency of the Company and its Subsidiaries on a consolidated basis, are Solvent before and basis after giving effect to the sale El Paso Acquisition.
(ix) Results of lien, tax and judgment searches of the Notes and any other extensions of credit on the Closing Date and the consummation UCC Records of the Secretary of State and applicable counties of the States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other transactions contemplated herein (including than in favor of the Closing Date AcquisitionCollateral Agent and Liens permitted by paragraph 6C(1);.
(x) (i) audited financial statements A favorable opinion of (A) B▇▇▇▇ B▇▇▇▇ L.L.P., outside Texas counsel to the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); andGuarantors.
(xi) A favorable opinion of Taylor, Porter, B▇▇▇▇▇ & P▇▇▇▇▇▇▇, outside Louisiana counsel to the Company, Crosstex LIG Liquids, LLC and the Louisiana Guarantors.
(xii) Copies of the El Paso Purchase and Sale Agreement together with the exhibits and schedules thereto certified by a Responsible Officer as being true and correct copies of such documents as of the date hereof.
(xiii) Such additional documents or certificates with respect to such legal matters or corporate limited liability company, limited partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(i) the Note(s) to be purchased by such Purchaser;.
(ii) a favorable opinion of ▇▇▇▇(a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Obligors (or such other counsel designated by the Obligors Company and acceptable to each Purchaser) Guarantors, satisfactory to each Purchaser and substantially in the form of Exhibit C C-1 attached hereto and as to such other matters as a Purchaser may reasonably request and (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel of the Company, satisfactory to each Purchaser and substantially in the form of Exhibit C-2 attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors Company and Guarantors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand understands and agree agrees that each Purchaser will and hereby is authorized to rely on such opinion;.
(iii) the Articles/Certificate of Incorporation of the Company and each of the ObligorsGuarantor, each certified as of a recent date by the Secretary of State (or equivalent official) of their respective jurisdictions the jurisdiction of each such Person’s organization or incorporation;.
(iv) the Bylaws of the Company and each of the Obligors, Guarantor certified by each of their respective Secretaries;.
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, Company and each Guarantor certifying as to the names, titles and true signatures of the officers of the Obligors Company or each Guarantor authorized to sign this Agreement and the Notes Notes, or the AI Guaranty Agreement and the Indemnity, Subrogation and Contribution Agreement (as the case may be), and the other documents to be delivered hereunder;.
(vi) a certificate of the Secretary of the Company and each of the Obligors Guarantor (A) attaching resolutions of the board Board of directors (or similar governing body) Directors of the Obligors such Person evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes Notes, or the AI Guaranty Agreement and the Indemnity, Subrogation and Contribution Agreement (as the case may be), and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors Company or such Guarantor have been commenced or are contemplated;.
(vii) an Officer’s Certificate from on behalf of t the Company and each Guarantor certifying that (A) the conditions specified representations and warranties contained in paragraphs 3FParagraph 8 shall be true on and as of the Date of Closing, 3H except to the extent of changes caused by the transactions herein contemplated and 3I have been satisfied;(B) there shall exist on the Date of Closing no Event of Default or Default.
(viii) corporate and tax good standing certificates as to the Company and each Obligor Guarantor, from their respective jurisdictions jurisdiction of organization;organization or incorporation.
(ix) a solvency certificate, dated Certified copies of Requests for Information or Copies (Form UCC 11) or equivalent reports listing all effective financing statements which name the Company or any Guarantor (under its present name and previous names) as debtor and which are filed in the offices of the Closing Date and signed by the chief financial officer Secretaries of the CompanyState (or equivalent official) of their respective jurisdiction of organization or incorporation, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale together with copies of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);such financing statements.
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicatedIT WAS RESOLVED that:
(ia) it would promote the Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion success of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel the Company for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form benefit of Exhibit C attached hereto and as to such other matters its members as a Purchaser may reasonably request. The Obligors hereby direct each such counsel whole to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of enter into the transactions contemplated by this the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Senior Bridge Facility Agreement, Senior Secured Bridge Facilities Agreement, TLB Credit Agreement and Revolving Facilities Agreement and the issuance security as set out in the Debenture, the Luxembourg Share Pledge and the New York Security Agreement;
(b) the terms of the Notes transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from on behalf of the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as any of the Closing Date and signed by the chief financial officer of the Company, confirming that Documents to which the Company is Solvent, a party be and it is hereby authorised (in the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect form of the drafts produced to the sale of meeting or with such amendments thereto as the Notes and any other extensions of credit on person executing or sealing them pursuant to the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisitionauthority conferred by these resolutions may in their absolute discretion think fit);
(xd) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, notice of borrowing, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder or a member) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) audited financial statements those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(Ag) the Company and its Subsidiaries be authorised to act as agent for the period ending December 31Obligors in connection and in accordance with the Facilities Agreements;
(h) the Company be authorised to act as agent for service of process for each Obligor incorporated in a jurisdiction other than England and Wales in relation to any proceedings before the English courts in connection with the Senior Bridge Facility Agreement, 2013 Senior Secured Bridge Facilities Agreement, the RCF Agreement and any other Finance Document (Bas defined in each of the Senior Bridge Facility Agreement, Senior Secured Bridge Facilities Agreement and the RCF Agreement).
(i) Progressive Finance Corporation Service Company, New York, NY, or another similar entity with offices in New York be authorized and its Subsidiariesappointed to act as the Company’s service of process agent in the United States under the TLB Credit Agreement, for the period ending December 31, 2012, (ii) unaudited financial statements New York Security Agreement and any other document as may be required under the provisions of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections TLB Credit Agreement for the Company to receive notices and its Subsidiaries after giving effect communications, and each Authorised Signatory be authorised to, if required, execute and deliver a letter of appointment of the service of process agent for the Company;
(j) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the Closing Date Acquisitionfunctions described in paragraphs (c), (d), or (e) above;
(k) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement)foregoing resolutions; and
(xil) such additional documents all acts and things heretofore done by any Authorised Signatory or certificates by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with respect to such legal matters or corporate or other proceedings related to the transactions contemplated by the foregoing resolutions be, and hereby as may be reasonably requested by such Purchaserare, ratified, approved and confirmed in all respects.
Appears in 1 contract
Sources: Senior Bridge Facility Agreement
Execution and Delivery of Documents. Such Each Purchaser shall have received the following, each to be dated the Date date of Closing execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the parties thereto, as applicable:
(i) This Amendment, dated as of the Note(s) to be purchased by such Purchaser;Amendment No. 2 Effective Date.
(ii) A certificate of a Responsible Officer, dated as of the Amendment No. 2 Effective Date, certifying that (A) the representations and warranties contained in this Amendment and the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Event of Default or Default exists as of the date thereof and (C) all of the conditions specified in this paragraph 12 have been met.
(iii) An amendment to each Security Agreement and Pledge Agreement increasing the dollar amount of the additional Notes that may be issued under the Agreement referred to in the recitals thereof to $95,000,000.
(iv) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying (A) the existence of the Company and the General Partner, (B) the Company Partnership Agreement, (C) the General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 12 and the related transactions, and (E) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(v) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying the names and true signatures of the officers of the General Partner authorized to sign this Amendment and the other documents executed in connection herewith.
(vi) Certificates of the Secretary or an Assistant Secretary of each of the Guarantors, dated as of the Amendment No. 2 Effective Date, certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Amendment, the documents to be executed by such Guarantor described in this paragraph 12 and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(vii) An executed amendment to the Bank Agreement deleting Section 6.15 of the Bank Agreement, amending Section 6.02 of the Bank Agreement in the same manner in which paragraph 6C(2) of the Agreement is being amended under Section 5(b) of this Amendment and amending the Bank Agreement to permit the issuance of the Series C Notes, certified by a Responsible Officer as being a true and correct copy of such amendment as of the Amendment No. 2 Effective Date, and such amendment shall be in full force and effect.
(viii) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, L.L.P., special counsel to the Company and the Guarantors, and Taylor, Porter, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇, LLP, special Louisiana counsel for to the Obligors (or such other counsel designated by Company and the Obligors and acceptable Guarantors, addressed to each Purchaser) satisfactory to each Purchaser and the Purchasers substantially in the form of Exhibit C attached hereto D to the Agreement and covering this Amendment, the amendments referred to in clause (iii) of this paragraph 12 and the Agreement and the Loan Documents, as amended hereby or as contemplated hereby, and as to such other matters as a Purchaser the Purchasers may reasonably request. The Obligors Company and each Guarantor hereby direct each directs such counsel to deliver such opinionopinions, agree agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand understands and agree agrees that each Purchaser receiving such an opinion will be and is hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;.
(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such Such additional documents or certificates with respect to such legal matters or corporate limited liability company, limited partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser prior to the purchase of the Series C Notes by the Purchasers.
Appears in 1 contract
Execution and Delivery of Documents. Such Purchaser shall have received duly executed, original or certified copies of the followingfollowing documents, each to be dated the Date of applicable Closing Day unless otherwise indicated:
(i) the Note(s) to be purchased by such Purchaser;.
(ii) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ . ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for General Counsel of the Obligors Company and the Guarantor (or such other counsel designated by the Obligors Company and the Guarantor and acceptable to each PurchaserPrudential) satisfactory to each Purchaser Prudential and substantially in the form of Exhibit C D attached hereto and as to such other matters as a such Purchaser may reasonably request. The Obligors Each of the Company and the Guarantor hereby direct directs each such counsel to deliver such opinion, agree agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand understands and agree agrees that each Purchaser the Purchasers will and are hereby is authorized to rely on such opinion;.
(iii) the Articles/Certificate of Incorporation of each of the ObligorsCompany and the Guarantor, each certified as of a recent date by the Secretary Secretaries of State of the State of Delaware and the Commonwealth of Massachusetts, respectively, and the Bylaws of the Company and the Guarantor certified by their respective jurisdictions of incorporation;Secretaries.
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Obligors Company and the Guarantor authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;.
(viv) a certificate of the Secretary of each of the Obligors Company and the Guarantor (A) attaching resolutions of the board Board of directors (or similar governing body) Directors of the Obligors Company and the Guarantor evidencing approval of the transactions contemplated by this Agreement and the Guaranty and the issuance of the Notes and the Guaranty and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted at a meeting duly held and such resolutions have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors Company or the Guarantor have been commenced or are contemplated;, and (C) identifying and attaching any proposed or effected amendments to or changes in the Certificate of Incorporation of the Company and the Guarantor since the date of the certified copies thereof provided pursuant to clause (iii) above or, if none, so certifying.
(vi) an Officer's Certificate of the Company and the Guarantor certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; (B) there shall exist on the date of closing no Event of Default or Default; and (C) no condition, event or act that has or would materially and adversely affect its business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole has occurred since December 30, 2000 nor is threatened or reasonably likely to occur.
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor (A) the Company, from their respective jurisdictions the Commonwealth of organization;Massachusetts and (B) the Guarantor, from the State of Delaware.
(viii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company, the Guarantor or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of the Commonwealth of Massachusetts and the State of Delaware together with copies of such financing statements.
(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);
(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and
(xi) such additional Additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract