Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997: (a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto. (b) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (c) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution, delivery and performance of the Loan Documents by the Borrower. (d) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (e) A certificate dated the initial Borrowing Date and signed by an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet. (f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996. (g) A written opinion of the Borrower's counsel, addressed to the Lenders, in substantially the form of Exhibit "D" hereto. (h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance. (i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement. (j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower. (k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Cna Surety Corp)
Initial Advance. The Existing Revolving Credit Agreement and the Existing Term Loan Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advance Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower has shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Lead Arrangers and the Administrative Agent hereunder, and (ii) the Borrower shall have furnished to the Administrative Agent with sufficient copies for Agent, the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997following:
(a) Executed The duly executed originals of this Agreement and the Loan Documents, including the Notes payable to the order of each of the other Loan DocumentsLenders, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.this Agreement;
(b) Certificates of good standing for the Borrower and the Guarantors, from the applicable State of formation, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date;
(c) Copies of the articles formation documents (including code of incorporation regulations, if appropriate) of the BorrowerBorrower and the Guarantors, certified by an officer of the REIT on behalf of the REIT, together with all amendments thereto, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(c) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution, delivery and performance of the Loan Documents by the Borrower.;
(d) An incumbency certificateIncumbency certificates, executed by the Secretary or an Assistant Secretary officer of the BorrowerBorrower and the Guarantors, which shall identify by name and title and bear the signature of the officers of the Borrower Persons authorized to sign the Loan Documents and to make borrowings hereunderhereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.;
(e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower and the Guarantors (and with respect to the resolutions of the board of directors of the REIT certified by a Secretary or an Assistant Secretary of the REIT), authorizing the Advances provided for herein, with respect to the Borrower and the Guarantors, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and the Guarantors;
(f) A certificate dated written opinion of the initial Borrowing Date Borrower’s and Guarantors’ counsel and of the REIT’s special Maryland counsel, addressed to the Lenders in such form as the Administrative Agent may reasonably approve;
(g) A certificate, signed by an Authorized Officer officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and i) no Default or Unmatured Default has occurred and is continuing; , (ii) no injunction or temporary restraining order which would prohibit the making all representations and warranties of the LoansBorrower and the Guarantors are true and correct, (iii) neither the consummation of Borrower and the MergerGuarantors nor the Unencumbered Pool Properties have suffered any material adverse changes since August 1, 2019, and (iv) no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or the Guarantors or any transaction contemplated hereby, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which that could reasonably be expected to have a Material Adverse Effect is pending or, to on the best of such Person's knowledge, threatened; (iii) contemporaneously with Borrower or the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under Guarantors or any transaction contemplated hereby or on the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth ability of the Borrower or the Guarantors to perform their respective obligations under the Loan Documents, provided that such certificate is in fact true and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.correct;
(fh) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated The most recent financial statements of the CCC Surety Operations as of December 31, 1996.REIT;
(gi) A written opinion of the Borrower's counsel, Written money transfer instructions addressed to the Lenders, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously and signed by an Authorized Officer, together with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to such other related money transfer authorizations as the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.may have reasonably requested;
(j) A copy of Evidence that all upfront fees due to each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a partyLenders under the Fee Letter have been paid, certified as true and complete by an Authorized Officer or will be paid out of the Borrower.proceeds of the initial Advance hereunder;
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior A pro forma Compliance Certificate pursuant to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.Section 6.1(v);
(l) Evidence satisfactory to Administrative Agent of payment in full of all obligations under the Capital One Term Loan Agreements, or that such obligations shall be paid in full with the initial Advance hereunder upon the effectiveness of this Agreement;
(m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value;
(n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, and a Beneficial Ownership Certification; and
(o) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.
Appears in 1 contract
Sources: Credit Agreement (RPT Realty)
Initial Advance. The Lenders shall not be required to make the initial Advance (or the Issuer issue the initial Facility Letter of Credit) hereunder unless the Borrower has paid to the Agent all fees due to the Agent for its own account and the account of the Lenders under this Agreement and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation (or other applicable charter document) of the BorrowerBorrower and each Guarantor, together with all amendments theretoamendments, and a certificate of good standingstanding for the Borrower and each Guarantor, both all certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by or the BorrowerGuaranties, as applicable.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower or such Guarantor authorized to sign the Loan Documents or the Guaranties, whichever is applicable, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the applicable Guarantor.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V execution of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit continuing and the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best representations and warranties contained in Article V are true and correct as of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetdate.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.
(vi) Notes payable to the order of each of the Lenders.
(vii) Written money transfer instructions, in substantially the form of Exhibit "DE" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(hviii) A copy Consents to the amendments included herein executed by each of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceGuarantors.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lix) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Platinum Technology International Inc)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless all obligations of the Borrower under its Credit Agreement dated as of July 15, 1992, as amended, are concurrently paid in full and the Borrower has furnished the following (each dated the date of such initial Advance) to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(b) Copies of the articles of incorporation Partnership Agreement of the BorrowerBorrower and the Operating Agreement, together with all amendments thereto, and a certificate copies of good standingthe articles of incorporation or partnership agreement of each Partner, both each certified by the appropriate governmental officer in its jurisdiction of incorporationan Authorized Officer or a Partner, as applicable, as being true, correct and complete.
(cb) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerAuthorized Officer, of its by-laws and Board of Directors' resolutions authorizing the execution, delivery and performance execution by the Borrower of the Loan Documents by the BorrowerDocuments.
(dc) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerAuthorized Officer, which shall identify by name and title and bear the signature of the officers of the Borrower authorized Authorized Representatives to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ed) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the Vice President, Finance of the BorrowerOperator, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Event of Default has occurred and is continuing; .
(iie) no injunction or temporary restraining order which would prohibit the making Written opinions of the Loans, the consummation General Counsel of the MergerOperator and ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, addressed to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger Agents and the making Lenders in substantially the forms of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower Exhibits "B-1" and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet"B-2" hereto.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory Notes payable to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations order of each of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996Lenders.
(g) A written opinion of certificate setting forth the Borrower's counsel, addressed to insurance coverage and insurers as of the Lenders, in substantially the form of Exhibit "D" heretoClosing Date.
(h) A copy of Such other documents as any Agent or its counsel or the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceMajority Lenders may have reasonably requested.
(i) Either evidence Solely with respect to the initial Advance under Facility B, a FERC Certificate of termination of Public Convenience and Necessity granting Borrower the Capsure Credit Agreement requisite authority to construct and repayment of all Indebtedness outstanding thereunder or a bank payoff letter operate the Extension and Expansion in form and substance reasonably acceptable to the Administrative Agent from Borrower and the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementAgents.
(j) A copy certificate dated on the Closing Date of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer certifying that the representations and warranties contained in Article V are true and correct as of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder at any time prior to the date of this Agreement and unless and until the Borrower has furnished to the Administrative Documentation Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(ai) Executed Duly executed originals of this Agreement and Agreement.
(ii) Duly executed originals of each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant heretoGuaranties.
(biii) Duly executed originals of each of the Subordination Agreements.
(iv) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction Secretary of incorporationState of the State of Utah.
(cv) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by the BorrowerDocuments.
(dvi) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent, the Documentation Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(evii) With respect to each of the Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty to which it is party.
(viii) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gix) A written opinion of counsel to the Borrower's counselBorrower and the Guarantors, addressed to the Lenders in substantially the form of Exhibit "B" hereto.
(x) Notes payable to the order of each of the Lenders.
(xi) Written money transfer instructions, in substantially the form of Exhibit "DE" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(hxii) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence Evidence satisfactory to the Administrative Agent and the Documentation Agent that the Merger is being consummated substantially contemporaneously with the making upon funding of the initial AdvanceAdvance hereunder, all Indebtedness under the Existing Credit Agreement shall have been paid in full.
(ixiii) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable Information satisfactory to the Administrative Documentation Agent from and the agent for Lenders regarding the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementBorrower's Year 2000 Program.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lxiv) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested. 1a-222232 20 Promptly upon funding of the Initial Advance hereunder, the Documentation Agent shall cause to be released any security interest in any collateral securing the Indebtedness under the Existing Credit Agreement.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions:
(a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by the Borrowerto which such Borrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized the Chief Financial Officer or Treasurer of the such Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the such Borrower's counsel, addressed to the LendersLenders in substantially the form of EXHIBIT A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "EXHIBIT D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(iviii) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter A pro forma covenant compliance certificate in form and substance acceptable reasonably satisfactory to the Administrative Agent from the agent for Chief Financial Officer or Treasurer of the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementCompany.
(jix) A copy of each reinsurance agreement to which any of The Guaranty, duly executed by the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the BorrowerCompany.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lx) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
(b) Payment of the fees described in the letter agreement referred to in Section 10.13.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished the following to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below in this Section 4.1 have been satisfied, in each case on or before October 15, 1997:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles certificate of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation., as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT;
(cii) Copies, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions authorizing the execution, delivery and performance execution of the Loan Documents by to which the Borrower.Borrower is a party;
(diii) An incumbency certificatecertificate dated the Closing Date, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.;
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized the Chief Financial Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Closing Date (both immediately before and immediately after giving effect to the consummation of the Merger and the making of the Loans hereunder)any Loan made on such date, each of the representations and warranties set forth in Article V of this Agreement is true and correct and (a) no Default or Unmatured Default has occurred and is continuing; (ii) no injunction continuing either immediately before or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (immediately after giving effect to the consummation Acquisition and (b) the representations and warranties contained in Article V are true and correct in all material respects as of the Merger Closing Date (both immediately before and immediately after giving effect to the making of Acquisition) except to the Loans hereunder); provided thatextent any such representation or warranty is stated to relate solely to an earlier date, in calculating the Consolidated Capitalization Ratio for purposes which case such representation or warranty shall have been true and correct in all material respects on and as of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.earlier date;
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's ’s internal and external counsel, dated the Closing Date and addressed to the Lenders, Lenders in substantially form and substance reasonably satisfactory to the form of Exhibit "D" hereto.Administrative Agent;
(hvi) A copy Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender;
(vii) Executed originals of this Agreement;
(viii) All legal and regulatory matters relating to this Agreement (not including the Acquisition) shall be satisfactory to the Administrative Agent, including, but not limited to, compliance with all applicable requirements of Regulations U, T and X of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer Board of Governors of the Federal Reserve System. All governmental approvals determined by the Borrower together to be reasonably necessary in connection with evidence the Acquisition shall have been obtained; and
(ix) The Borrower shall have delivered to the Administrative Agent on the Closing Date (a) a certificate dated the Closing Date in form reasonably satisfactory to the Administrative Agent stating that the Merger Acquisition has been (or, if an Advance is being consummated substantially contemporaneously with to be made on such date, upon the making of such Advance the initial Advance.
Acquisition will be) consummated in compliance in all material respects with applicable law and (ib) Either evidence of termination a copy of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance executed acquisition agreement pursuant to which any of the Borrower's Insurance Subsidiaries Acquisition is a party, certified as true and complete by an Authorized Officer of the Borrowerconsummated.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Wrigley Wm Jr Co)
Initial Advance. The Lenders shall not be required to make the initial Advance Credit Extension hereunder unless (a) the Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders or (b) the following and the other conditions set forth below shall have been satisfiedoccurred, in each case on or before October 15, 1997as applicable:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the each Borrower, together with all amendments theretoamendments, and a certificate certificates of existence and good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies of the articles or certificate of incorporation or other charter documents of each Guarantor, together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of organization.
(iii) Copies, certified by the Secretary or an Assistant Secretary of the each Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by the Borrowerto which such Borrower is a party.
(div) Copies certified by the Secretary or Assistant Secretary of each Guarantor, of its bylaws or other organization agreement, and of its Board of Directors resolutions or of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party.
(v) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the each Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(evi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor.
(vii) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the each Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Credit Extension Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; .
(iiviii) no injunction or temporary restraining order which would prohibit the making A written opinion of the LoansBorrowers' and the Guarantors' counsel, addressed to the consummation Lenders in substantially the form of Exhibit A.
(ix) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Mergerorder of each such requesting Lender.
(x) Written money transfer instructions, or in substantially the consummation form of any of Exhibit D, addressed to the transactions contemplated hereby or Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) A Guaranty duly executed by the Reorganization Documents Guarantors.
(collectively the "Closing Transactions"), or other litigation which could reasonably be expected to xii) The Administrative Agent shall have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; determined that (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (ivi) there has occurred no not been, since August 9, 2000, any material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected primary or secondary loan syndication markets or in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as capital markets generally that would impair syndication of the Loans hereunder and (ii) the Parent Borrower has fully cooperated with the Administrative Agent's syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Parent Borrower's operations and prospects and such other information as the Administrative Agent deems necessary to successfully syndicate the Loans hereunder.
(xiii) If the initial Borrowing Date Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(after giving effect xiv) Copies, certified by an Authorized Officer of the Parent Borrower, of the November 2000 Acquisition Agreement and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the Merger and transactions contemplated thereby, other than the making of the Loans initial Credit Extension hereunder); provided that, shall have been satisfied or waived, and that such transaction shall be consummated simultaneous with the making of the initial Credit Extension hereunder.
(xv) Copies, certified by an Authorized Officer of the Parent Borrower, of that certain Agreement and Plan of Merger ("Premier Acquisition Agreement") dated as of August 11, 2000 among Premier Construction Products Statutory Trust, Premier Construction Products Acquisition Corp. and Republic Group Incorporated (together with its successors, "RGI") and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby shall have been satisfied or waived, and that such transaction shall be consummated prior to or simultaneous with the making of the initial Credit Extension hereunder.
(xvi) A copy of the written opinion of RGI's counsel, delivered in calculating connection with the Consolidated Capitalization Ratio for purposes Premier Acquisition Agreement, along with a letter addressed to the Lenders from RGI's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the Premier Acquisition Agreement and transactions contemplated thereby as may be requested by the Administrative Agent.
(xvii) A copy of this Section 4.1(ethe written opinion of Target's counsel delivered in connection with the November 2000 Acquisition, along with a letter addressed to the Lenders from Target's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the November 2000 Acquisition as may be requested by the Administrative Agent.
(xviii) Evidence that all funded Indebtedness owed by the Parent Borrower, its Subsidiaries and the Target, excluding the Existing Facility LCs and the Target Senior Subordinated Notes but including, without limitation, the Indebtedness evidenced by that certain Credit Agreement dated as of April 18, 1994, among the Parent Borrower, Bank One, NA (successor by merger to The First National Bank of Chicago), as Agent, and the Consolidated Net Worth other lenders named therein, as the same has been amended or modified from time to time, shall have been, or will be simultaneously with the funding of the initial Credit Extension, repaid in full.
(xix) Evidence that as of the date hereof, the Parent Borrower and its Subsidiaries may has or has placed in escrow upon terms satisfactory to the Administrative Agent at least $130,000,000 in cash available, which funds shall be based on used as a portion of the purchase price for the November 2000 Acquisition.
(xx) Copies of (a) the pro forma balance sheet referred opening consolidated financial statements for the Parent Borrower giving effect to in Section 5.5the November 2000 Acquisition (b) projections updating projections previously provided to the Lenders, so long as and (c) such Authorized Officer certifies that no event other information reasonably requested by the Administrative Agent or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA FinancialRequired Lenders, all in form and substance satisfactory to the Administrative Agent, to Agent and the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996Required Lenders.
(gxxi) A written opinion The corporate capital and ownership structure of the Borrower's counselParent Borrower and its Subsidiaries shall be as described in Schedule 4. The Administrative Agent shall be satisfied with the management structure, addressed to legal structure, voting control, liquidity and capitalization of each Borrower as of the Lenders, in substantially date of the form of Exhibit "D" heretoinitial Credit Extension.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(kxxii) The Administrative Agent shall have received a true, correct, and complete copy of the Indenture governing the Target Senior Subordinated Notes (the "Indenture"), all fees material documents executed in connection therewith, and other amounts due and payable on all amendments or prior to supplements thereto, certified by an officer of the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required Parent Borrower to be reimbursed true and correct and in full force and effect, together with a certificate of an officer of the Parent Borrower that no default then exists thereunder or paid will result from the transactions contemplated by the Borrower hereunderthis Agreement.
(lxxiii) Such other documents as the Administrative Agent, any Lender or the Administrative Agent their counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Centex Construction Products Inc)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent and, if required by the Agent, with sufficient copies for the Lenders (or has otherwise satisfied the following Agent):
(i) Copies of the certificate of incorporation and bylaws of the Parent, articles of organization (or certificate of formation) and operating agreement (or limited liability company agreement) of Borrower, and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997:
(a) Executed originals corresponding organization documents of this Agreement and each all of the other Loan Documents, which shall be in full force and effectBorrower’s Domestic Subsidiaries, together with all schedulesamendments, exhibits, documents and financial statements required to be delivered pursuant hereto.
(b) Copies each certified by the Secretary or Assistant Secretary of the articles of incorporation of the Parent or Borrower, together with all amendments thereto, and a certificate of good standingstanding or existence for the Parent, both Borrower and Borrower’s Domestic Subsidiaries, each certified by the appropriate governmental officer in its jurisdiction of incorporation, and copies of the articles of incorporation of any foreign Subsidiary, together with all amendments certified by the secretary of said Subsidiary, but only to the extent of any changes from the date of the 2003 Credit Agreement.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerParent, Borrower and the authorized person for each Subsidiary, of its by-laws and Board of Directors' ’ resolutions or consent of members or partners, and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the Parent, Borrower or any of Borrower’s Subsidiaries is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) This Agreement executed by the Parent, Borrower, Agent and Lenders.
(v) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender.
(vi) The Collateral Documents executed by the Parent, Borrower and all Domestic Subsidiaries, together with the stock certificates affected by the security interests described in Section 2.18.
(vii) A certificate dated the initial Borrowing Date and signed by an Authorized Officer written opinion of the Parent’s and Borrower’s counsel, addressed to the Lenders, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(fviii) A certificate dated the initial Borrowing Date and signed by a senior officer Certificate of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(g) A written opinion of the Borrower's counsel, addressed to the Lenders, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Parent and the Borrower together with evidence satisfactory to the Administrative Agent effect that (a) there has been no Material Adverse Effect since June 30, 2005 and (b) on the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceClosing Date no Unmatured Default or Default exists.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lix) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
(x) Payment of the upfront fee set forth in Section 2.4(c).
(xi) There exists no Default or Unmatured Default under the 2003 Credit Agreement.
(xii) No Material Adverse Effect relating to the Parent, Borrower and Borrower’s Subsidiaries has occurred since June 30, 2005.
(xiii) The repayment of all amounts outstanding on the 2003 Credit Agreement (through funds under this Agreement).
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation charter of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the treasurer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: stating that (ia) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and date hereof no Default or Unmatured Default has occurred and is continuing; continuing and (iib) no injunction or temporary restraining order which would prohibit on the making of date hereof the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, representations and warranties contained in Article V are true and correct except to the best extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetearlier date.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, addressed to the LendersLenders in form and substance satisfactory to the Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "D" heretoC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(hviii) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence Evidence satisfactory to the Administrative Agent that all amounts owing under the Merger is being consummated substantially contemporaneously with Amended and Restated Credit Agreement dated as of March 31, 1994 among the making of Borrower, the initial Advancelenders party thereto and Chemical Bank, as agent, as amended, shall have been paid in full and that such agreement shall have been terminated.
(iix) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable Information satisfactory to the Administrative Agent from and the agent for Required Lenders regarding the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementBorrower's Year 2000 Program.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lx) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the --------------- initial Advance hereunder and NCB shall not be obligated to issue any Letter of Credit unless the Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders Lenders, the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997following:
(a) Executed originals Copies, certified by the Secretary or Assistant Secretary of this Agreement Borower and each Guarantor, of the other Loan Documents, which shall be in full force certificate or articles of incorporation of Borrower and effecteach Guarantor, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(b) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both standing or existence certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cb) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by the BorrowerDocuments.
(dc) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower and each Guarantor authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed in writing of any change in writing by the BorrowerBorrower or such Guarantor, as applicable.
(ed) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(ge) A written opinion of the Borrower's and Guarantor's counsel, addressed to the Lenders, Agent in substantially the form of Exhibit "D" heretoapproved by the Lenders.
(hf) A copy Notes payable to the order of each of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceLenders.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date, (b) the Administrative Agent has received duly executed originals of this Agreement from the Borrower, the Lenders, and the Administrative Agent, and (c) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standingdue existence, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.organization. SIDLEY A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its articles or certificate of incorporation (as also certified by the appropriate governmental officer referenced in clause (i) above) and its by-laws laws, in each case together with all amendments thereto, and its Board of Directors' ’ resolutions authorizing the execution, delivery execution of and its performance of under the Loan Documents by the Borrowerto which it is a party.
(diii) An incumbency certificateIncumbency certificates, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which it is a party and to make borrowings request Loans hereunder, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated compliance certificate, in substantially the initial Borrowing Date and form of Exhibit B, signed by an Authorized Officer the chief financial officer, treasurer or vice president of finance of the Borrower, in form and substance satisfactory setting forth the calculations necessary to determine the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties Borrower’s compliance with certain covenants set forth in Article V of this Agreement is true on the Closing Date and correct and stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing; , (iib) all of the representations and warranties in Article V are true and correct as of such date, and (c) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there Change has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of since December 31, 19962002. Such certificate shall also set forth demonstrate that the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Borrower’s Consolidated Net Worth of the Borrower and its Subsidiaries may be based equals or exceeds $575,000,000 on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetClosing Date.
(fv) A certificate dated written opinion of the initial Borrowing Date and signed by a senior officer of CNA FinancialBorrower’s counsel, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition Agent and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(g) A written opinion of the Borrower's counsel, addressed to the Lenders, in substantially the form of Exhibit "D" heretoA.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lvii) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.requested including, without limitation, each other document identified on the list of closing documents attached hereto as Exhibit E.
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Initial Advance. The Lenders shall not be required to make the initial Advance Advances hereunder unless and until (a) the Borrower has satisfied the conditions precedent set forth in Section 4.2 and furnished to the Administrative Agent with sufficient in the number of copies for as the Lenders Administrative Agent shall have reasonably requested each of the following items and (b) the other following conditions set forth below have otherwise been satisfied, in each case on or before October 15, 1997:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standingstanding of the Borrower and each Material Domestic Subsidiary, both each certified by the appropriate governmental officer in its jurisdiction of incorporationorganization, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, of its by-laws or operating agreement, its articles or certificate of incorporation or formation, together with all amendments, and its Board of Directors' ’ resolutions and resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower and such Material Domestic Subsidiary is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and to make borrowings hereundersuch Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized the Chief Financial Officer or Treasurer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (Effective Date, both immediately before and immediately after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V effectiveness of this Agreement is true and correct and Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's ’s counsel, addressed to the Lenders, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that and the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter Lenders in form and substance reasonably acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementAgent.
(jvi) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete This Agreement executed by an Authorized Officer of the Borrower.
(kvii) The Administrative Agent shall have received all fees Guaranty executed by the Guarantors in form and other amounts due and payable on or prior substance reasonably satisfactory to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderAdministrative Agent.
(lviii) All separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall have been paid.
(ix) An effective amendment to the Existing Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent.
(x) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Moneygram International Inc)
Initial Advance. The Lenders shall not be required under the Short Term Agreement became obligated to make the initial Advance hereunder unless pursuant to Section 2.1 thereof, and the Borrower has furnished Swing Line Bank became obligated to make the initial Swing Line Loan under Section 2.2 thereof upon submission, contemporaneously with execution of the Short Term Agreement, to the Administrative Agent with sufficient copies for of the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997following:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by the BorrowerDocuments.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties.
(vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties.
(vii) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the treasurer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gviii) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.
(ix) Notes payable to the order of each of the Lenders, and a Swing Line Note payable to the order of the Swing Line Bank.
(x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders.
(xi) Written money transfer instructions, in substantially the form of Exhibit "DE" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(ixii) Either evidence of termination The Guaranties duly executed by each of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementGuarantors.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lxiii) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived:
(i) The Borrower paid all fees due at the Closing Date pursuant to the Short Term Agreement.
(ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement.
(iii) The Private Placement contained terms and conditions acceptable to the Lenders.
(iv) The Long Term Credit Agreement became effective as of the Closing Date.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Agent:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower and each Guarantor is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower and to make borrowings hereundereach Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's and Guarantors' counsel, addressed to the LendersLenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. AMENDED AND RESTATED CREDIT AGREEMENT (Clar▇/▇▇▇d▇▇, ▇▇c.) Page 23 29 (vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto.
(h) A copy of , addressed to the Reorganization Documents Agent and any amendments, supplements and modifications thereto certified as true and complete signed by an Authorized Officer of the Borrower Officer, together with evidence satisfactory to such other related money transfer authorizations as the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless and until the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower or such Guarantor is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer or corporate controller of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and date hereof no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(fv) A certificate dated written opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the initial Borrowing Date and signed by a senior officer of CNA FinancialBorrower’s counsel, addressed to the Lenders in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gvi) A written opinion of the Borrower's counsel, addressed Any Notes requested by a Lender pursuant to Section 2.13 payable to the Lendersorder of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "D" heretoC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(hviii) A copy compliance certificate in substantially the form of Exhibit A signed by the Reorganization Documents and any amendmentsBorrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended June 30, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance2004.
(iix) Either evidence of termination of The Borrower shall have paid all fees due to JPMorgan under the Capsure Credit fee letter dated August 20, 2004.
(x) This Agreement duly completed and repayment of all Indebtedness outstanding thereunder or a bank payoff letter executed by Borrower.
(xi) The Guaranty in form and substance reasonably acceptable to the Administrative Agent from and duly completed and executed by the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementGuarantors.
(jxii) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a partyThe Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, certified as true and complete by an Authorized Officer of the Borroweror substantially contemporaneously shall be, paid in full.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lxiii) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(b) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standingexistence, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cb) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(dc) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ed) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer, treasurer, corporate controller or investment portfolio manager of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(ge) A written opinion of the Borrower's counsel, addressed to the LendersLenders in substantially the form of Exhibit A.
(f) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(g) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders Lenders, and (b) the following and the other conditions set forth below shall have been satisfiedoccurred, in each case on or before October 15, 1997as applicable:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the BorrowerBorrower and the Guarantors, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its respective jurisdiction of incorporationorganization.
(cii) Copies, certified by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantors, of its respective by-laws laws, regulations or operating agreement, as applicable, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by the Borrowerto which such Person is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantors, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents and to make borrowings hereunderwhich such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Person.
(eiv) A certificate dated the initial Borrowing Date and signed by an Authorized Officer written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender.
(vi) The Guaranty duly executed by the Guarantors.
(vii) The Security Agreement duly executed by the Borrower and the Guarantors.
(viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as the Administrative Agent may request.
(ix) Bailee agreements in form and substance satisfactory to the Administrative AgentAgent and the Lenders, to for any locations in which Inventory is stored and which are not owned by the effect that: Borrower or any Guarantor.
(ix) on the An initial Borrowing Date Base Certificate and an initial Compliance Certificate.
(both before xi) The results of a Uniform Commercial Code search showing all financing statements and after giving effect to other documents or instruments on file against the consummation Borrower and each Guarantor in (a) the office of the Merger and the making Secretary of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best State of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed ’s jurisdiction of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; organization and (ivb) there has occurred no material adverse change each jurisdiction in Capsure Holdings' consolidated financial condition and operations which the Collateral (as reflected defined in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetSecurity Agreement) is located.
(fxii) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(g) A written opinion of the Borrower's counsel, addressed to the LendersWritten money transfer instructions, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(ixiii) Either evidence of termination The insurance certificate described in Section 5.21 and Section 4.3.2 of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementSecurity Agreement.
(jxiv) A copy If the initial Credit Extension will be the issuance of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a partyFacility LC, certified as true and complete by an Authorized Officer of the Borrowera properly completed Facility LC Application.
(kxv) The Administrative Agent Evidence that the Third Amended and Restated Credit Agreement dated as of December 31, 1997 among the Borrower, the lenders party thereto and the agent named therein, as amended, shall have received been terminated and all fees indebtedness, liabilities and other amounts due obligations outstanding thereunder shall have been paid in full and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderliens securing same shall have been released.
(lxvi) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (SCP Pool Corp)
Initial Advance. The Lenders shall not be In the case of the initial Advance:
5.2.1. receipt by the Administrative Agent of each of the following:
(i) copies of the articles or certificates of incorporation (or articles of organization, articles of formation, certificate of limited partnership or similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or formation of the Borrower or each Guarantor, as applicable, dated a current date, and one executed by an authorized representative acceptable to the Administrative Agent, dated the Closing Date.
(ii) copies of the bylaws (or regulations, operating agreement, partnership agreement, or similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the Administrative Agent, dated the Closing Date.
(iii) certificates of the appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor has an executive office or principal place of business, the Borrower or any Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to make qualify to do business in such state), each dated a current date, to the initial Advance hereunder unless effect that the Borrower has furnished or such Guarantor, as applicable, is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, are duly qualified to transact business in such jurisdictions.
(iv) certificates of incumbencies and signatures of all officers of the Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or such Guarantor, as applicable, executed by the an authorized representative acceptable to the Administrative Agent, dated the Closing Date.
(v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the authorized body of the Borrower and each Guarantor, as applicable accompanied by certificates of an authorized representative acceptable to the Administrative Agent with sufficient that such copies for are true and correct copies of resolutions duly adopted at the Lenders meeting of, or by the following and unanimous written consent of, the other conditions set forth below have been satisfied, in each case on or before October 15, 1997:
(a) Executed originals of this Agreement and each authorized body of the other Loan DocumentsBorrower, which shall be or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant heretoeffect as of the Closing Date.
(b) Copies 5.2.2. receipt by the Administrative Agent of the articles of incorporation duly executed Note for each Lender in the amount at least equal to its Total Commitment, dated the Closing Date.
5.2.3. receipt by the Administrative Agent of the Borrowerdocuments described in Section 4.1.1, together with all amendments thereto, each duly executed and a certificate of good standing, both certified delivered by the appropriate governmental officer in its jurisdiction of incorporationPerson.
(c) Copies, certified 5.2.4. receipt by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution, delivery and performance of the Loan Documents by the Borrower.
(d) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent of such title opinions or title data as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Lenders shall be entitled to rely until informed Administrative Agent, covering and confirming title in such portions of any change in writing the Collateral as the Administrative Agent may specify and such other documentation and information reasonably required by the BorrowerAdministrative Agent to satisfy the Administrative Agent of the status of the title of the Collateral.
5.2.5. receipt by the Administrative Agent of satisfactory evidence that prior Liens, if any, on the Collateral (eother than Permitted Liens) A certificate dated are being released or assigned to the initial Borrowing Date and signed Administrative Agent concurrently with the Closing.
5.2.6. receipt by an Authorized Officer the Administrative Agent of the Borrower, opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings Agent and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996counsel. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the The Borrower and each Guarantor requests such counsel to deliver its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(g) A written opinion of the Borrower's counsel, addressed to the Lenders, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory opinions to the Administrative Agent that and the Merger is being consummated substantially contemporaneously with Lenders.
5.2.7. receipt by the making Administrative Agent of the initial Advance.
(i) Either evidence results of termination searches of the Capsure Credit Agreement and repayment UCC records of all Indebtedness outstanding thereunder or the Secretary of State of the State of Texas from a bank payoff letter in form and substance source acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any reflecting no Liens securing such agreement.
(j) A copy of each reinsurance agreement to which against any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and intended Collateral other amounts due and payable on than Permitted Liens or prior Liens being released or assigned to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent concurrently with the Closing.
5.2.8. receipt by the Administrative Agent of certificates of insurance from the insurance companies insuring the Borrower and the Guarantors, confirming insurance for the Borrower and the Guarantors meeting the standards of Section 7.4.1.
5.2.9. receipt by the Administrative Agent of such additional information and documentation as the Administrative Agent or any Lender may have reasonably requestedrequire relating to the Loan Documents (and amendments thereto) and the transactions contemplated hereby and thereby.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder hereunder, and the LC Issuer shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the fees for the account of Lenders set forth in Arranger's letter to Lenders dated February 18, 2004 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 13, 2004 (and accepted by Borrower on February 13, 2004) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both all certified by the appropriate governmental officer in its the jurisdiction of incorporation, and any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by an authorized officer of such Guarantor and a certificate of good standing from the appropriate governmental officer in the jurisdiction of incorporation.
(ciii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor that is a corporation, of its each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, 47 other appropriate consents and approvals, authorizing the execution, delivery and performance execution of the Loan Documents by and the BorrowerGuaranties.
(div) An incumbency certificateFor each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by the appropriate officer of such Guarantor's manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the jurisdiction of formation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable.
(v) Incumbency certificates, executed by the Secretary or an Assistant Secretary of Borrower and each Guarantor (or, in the Borrowercase of a Guarantor that is not a corporation, the appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the Borrower such corporation (or other applicable entity) authorized to sign the Loan Documents and the Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificate the certificates Administrative Agent Agent, Lenders and the Lenders LC Issuer shall be entitled to rely until informed of any change in writing by Borrower or the Borrowerapplicable Guarantor.
(e) A certificate dated the initial Borrowing Date and signed by an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gvi) A written opinion of the General Counsel of Borrower's counsel, addressed to the Lenders, Administrative Agent and Lenders in substantially the form of Exhibit "D" E hereto.
(hvii) A copy Notes payable to the order of each of Lenders.
(viii) The Guaranty duly executed by the Reorganization Documents Guarantors.
(ix) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and any amendments, supplements and modifications thereto certified as true and complete signed by an Authorized Officer of the Borrower together with evidence Officer, as Administrative Agent may have reasonably requested.
(x) Evidence satisfactory to the Administrative Agent that of payment in full (which payment may be made from the Merger is being consummated substantially contemporaneously with the making proceeds of the initial AdvanceAdvance hereunder) of all obligations of Borrower and Guarantors under the Prior Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement).
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lxi) Such other documents as any Lender or the Administrative Agent LC Issuer or their respective counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (MDC Holdings Inc)
Initial Advance. The Lenders shall not be required to make the initial Advance any Loans hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997the Closing Date:
(a) Executed originals of this Agreement and each of the other Loan Documents, including the Guaranty, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(b) Copies of the articles of incorporation of the BorrowerBorrower and the Guarantor, together with all amendments thereto, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(c) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Guarantor, of its by-laws and Board of Directors' resolutions authorizing the execution, delivery and performance of the Loan Documents by the BorrowerBorrower and the Guaranty by the Guarantor.
(d) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower and the Guarantor authorized to sign the Loan Documents Documents, and, in the case of the Guarantor, the Guaranty, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(e) A certificate dated the initial Borrowing Date and signed by an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents Loans (collectively the "Closing TransactionsCLOSING TRANSACTIONS"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Leverage Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, and (iii) all orders, consents, approvals, licenses, authorizations or validations of, or filings, recordings, registrations with, or exemption by, any Governmental Authority, or any subdivision thereof, required will have been obtained, given, filed or taken and are or will be in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of full force and effect (or the Borrower has obtained effective relief with respect to the application thereof) and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to all applicable grace periods have a material effect on the stockholders' equity set forth on such balance sheetexpired.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(g) A written opinion of the Borrower's and the Guarantor's counsel, addressed to the Lenders, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(ig) Either evidence of termination of the Capsure Chase Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Chase Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(kh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(li) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Cna Surety Corp)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless until the Borrower has furnished to the Administrative Agent with (a) evidence that the Restructuring has been completed and (b) all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lender:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments theretoamendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief accounting officer or the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, addressed to the LendersAdministrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(viii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lix) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance (or the Issuer issue the initial Facility Letter of Credit) hereunder unless the Borrower has paid to the Agent all fees due to the Agent for its own account and the account of the Lenders under this Agreement and pursuant to the letter dated February 4, 1997 between ANB and the Borrower, as amended August 28, 1997, and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation (or other applicable charter document) of the BorrowerBorrower and each Guarantor, together with all amendments theretoamendments, and a certificate of good standingstanding for the Borrower and each Guarantor, both all certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by or the BorrowerGuaranties, as applicable.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower or such Guarantor authorized to sign the Loan Documents or the Guaranties, whichever is applicable, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the applicable Guarantor.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V execution of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit continuing and the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best representations and warranties contained in Article V are true and correct as of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetdate.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.
(vi) Notes payable to the order of each of the Lenders.
(vii) Written money transfer instructions, in substantially the form of Exhibit "DE" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(hviii) Guaranties executed by Platinum Technology UK Limited and Platinum Technology GmbH.
(ix) A copy written opinion(s) of each Guarantor's counsel, addressed to the Reorganization Documents and any amendmentsLenders, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence in form satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceRequired Lenders.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lx) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, ’s general counsel addressed to the LendersLenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(iviii) Either evidence Evidence of the termination of the Capsure Revolving Credit Agreement Agreement, dated as of December 21, 2001 by and among DPL, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Indebtedness outstanding thereunder or a bank payoff letter in form Debt and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementother obligations thereunder.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lix) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dayton Power & Light Co)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) concurrently with the making of such Advance, the Borrower has shall have paid in full all principal, interest, fees and other amounts payable under each of the Credit Agreement dated as of February 28, 1994 between the Borrower and Bank One (then known as The First National Bank of Chicago), the Credit Agreement dated as of April 29, 1994 between the Borrower and Bank of America, N.A. (then known as NationsBank, N.
A.) and the Letter of Credit Agreement dated as of November 16, 1998 among the Borrower, various financial institutions and Bank One, NA (then known as The First National Bank of Chicago) and (b) the Borrower shall have furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, Copies certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and signed by an Authorized Officer of the BorrowerEvidence, in form and substance satisfactory to the Administrative Agent, that the Borrower has obtained all governmental approvals necessary for it to enter into the effect that: Loan Documents.
(iv) A certificate, signed by an Authorized Officer, stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and x) no Default or Unmatured Default has occurred and is continuing; continuing and (iiy) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best representatives and warranties set forth in Article V are true and correct as of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheetdate.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gvi) A written opinion of the Borrower's counsel, addressed to the LendersLenders in substantially the form of Exhibit B.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(viii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(hix) A copy of the Reorganization Documents and any amendmentsCopies, supplements and modifications thereto certified as true being correct and complete by an Authorized Officer Officer, of (x) the Private Placement Agreement and (y) the Indenture dated as of December 1, 1995, between the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making and Bank One (then known as The First National Bank of the initial AdvanceChicago), as trustee, and all supplements thereto.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lx) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by to which the BorrowerBorrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the Borrower's counsel, ’s general counsel addressed to the LendersLenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that and signed by an Authorized Officer, together with such other related money transfer authorizations as the Merger is being consummated substantially contemporaneously with the making of the initial AdvanceAdministrative Agent may have reasonably requested.
(iviii) Either evidence Evidence of the termination of the Capsure Revolving Credit Agreement Agreement, dated as of December 21, 2001 by and among the Borrower, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Indebtedness outstanding thereunder or a bank payoff letter in form Debt and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreementother obligations thereunder.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(lix) Such other documents as any Lender or the Administrative Agent its counsel may have reasonably requested.
Appears in 1 contract
Sources: Revolving Credit Agreement (DPL Inc)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder at any time prior to the date of this Agreement and unless and until the Borrower has furnished to the Administrative Agent with with, in the case of each of the Loan Documents, sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(ai) Executed Duly ▇▇▇▇uted originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant heretoAgreement.
(bii) Duly ▇▇▇▇uted originals of a Guaranty from each required Guarantor existing at the Effective Date.
(iii) Duly ▇▇▇▇uted originals of a Subordination Agreement from each required Guarantor existing at the Effective Date.
(iv) Copies of the articles of incorporation of the Borrower, together with all amendments theretoamendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction Secretary of incorporationState of the State of Delaware.
(cv) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance execution of the Loan Documents by the BorrowerDocuments.
(dvi) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(evii) With respect to each of the Guarantors, copies of its articles of incorporation, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(viii) With respect to each of the Guarantors, copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranty to which it is party.
(ix) With respect to each of the Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty to which it is party.
(x) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized Officer the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gxi) A written opinion of counsel to the Borrower's counselBorrower and the Guarantors, addressed to the LendersLenders in substantially the form of Exhibit D hereto.
(xii) To the extent requested by any Lender, a Note payable to the order of such Lender.
(xiii) Written money transfer instructions, in substantially the form of Exhibit "D" E hereto.
(h) A copy of the Reorganization Documents and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory addressed to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance.
(i) Either evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete signed by an Authorized Officer of the Borrower.
(k) The Administrative Agent shall have received all fees and Officer, together with such other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents related money transfer authorizations as any Lender or the Administrative Agent may have reasonably requested.
(xiv) Evidence satisfactory to the Administrative Agent that upon funding of the initial Advance hereunder, all "Obligations" of the Borrower under (and as the term "Obligations" is defined in) the Existing Credit Agreement (other than with respect to the Existing Letters of Credit) shall have been (or upon the funding of the first Advance hereunder shall be) paid in full and the credit facility evidenced thereby cancelled.
Appears in 1 contract
Sources: Valuation and Qualifying Accounts (Syncor International Corp /De/)
Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions:
(a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, in each case on or before October 15, 1997Lenders:
(a) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto.
(bi) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments theretoamendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(cii) Copies, certified by the Secretary or an Assistant Secretary of the such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the Loan Documents by the Borrowerto which such Borrower is a party.
(diii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(eiv) A certificate dated the initial Borrowing Date and certificate, signed by an Authorized the Chief Financial Officer or Treasurer of the such Borrower, in form and substance satisfactory to the Administrative Agent, to the effect that: (i) stating that on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet.
(f) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996.
(gv) A written opinion of the such Borrower's counsel, addressed to the LendersLenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(hviii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program.
(ix) A copy pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Reorganization Documents and Company.
(x) The Guaranty, duly executed by the Company.
(xi) Such other documents as any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer Lender or its counsel may have reasonably requested.
(b) The presentation of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with Amended and Restated Credit Agreement dated as of March 30, 1994 among R.P. ▇▇▇▇▇▇▇ ▇▇▇poration and the making lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full not later than April 9, 1999.
(c) The presentation of evidence satisfactory to the Administrative Agent that the Credit Agreement Facility A dated September 23, 1996, as amended, among Allegiance Corporation and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance.
(id) Either The presentation of evidence of termination of the Capsure Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable satisfactory to the Administrative Agent that revolving credits facilities of the Company totaling not less than $95,000,000 have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement.
(j) A copy of each reinsurance agreement to which any proceeds of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized Officer of the Borrowerinitial Advance.
(k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(l) Such other documents as any Lender or the Administrative Agent may have reasonably requested.
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