Initial Advances. The obligation of the Bank to make initial ---------------- Advances on the Term C Loans and the continuation of the other Loans is subject to the conditions precedent that, on or before the date of the Advance, the Bank shall have received the following: A. As to the Revolving Credit Loans: (1) The duly executed Revolving Credit Note. (2) A duly executed Notice of Revolving Credit Advance. (3) The duly executed Application for Letter of Credit, if the Advance requested is for a Letter of Credit. B. As to the Term Loans: (1) The duly executed Term Notes. (2) A duly executed Notice of Term Loan Advance. C. Each of the Collateral Documents duly executed by the parties thereto. Each document, including, without limitation, any Financing Statement, required by the Collateral Documents, under law or requested by the Bank to be filed, registered or recorded in order to create, in favor of the Bank, a perfected first priority Lien on the Collateral described therein shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, the Bank shall have received an acknowledgment copy, or other evidence satisfactory to the Bank, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto. The Bank shall have received the possession of any Collateral for which possession is required to perfect a Lien. D. A search of uniform commercial code records of each appropriate jurisdiction wherein ▇▇▇▇▇▇, EDP or EDP Temp does business, including searches under all assumed or business names under which any of them operates, reflecting that there are no financing statements filed of record. E. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.E to the Restated Agreement, duly executed by each Seller who holds Subordinated Indebtedness. F. A Seller Preferred Stock Subordination Agreement in the form of Exhibit 9.1.F to the Restated Agreement, duly executed by each Seller who holds Approved Preferred Stock. G. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.G to this Fourth Restated Agreement, duly executed by each Seller who holds Subordinated Indebtedness pursuant to the EDP Asset Purchase Agreement. H. A true and correct copy of the final, duly executed copy of the EDP Asset Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-NE shall have successfully completed the acquisition of all of the assets of EDP and EDP Temp free and clear of any Liens and that no more than $9,000,000.00 at the closing thereof was paid therefor, subject to such amount being adjusted after the closing thereof based on the Additional Tax Liability and other Earnout provisions contained in the EDP Asset Purchase Agreement. I. A true and correct copy of the final, duly executed copy of the ▇▇▇▇▇▇ House Stock Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-Cal shall have successfully completed the purchase of the ▇▇▇▇▇▇ Stock, that no Liens are outstanding on any of the Assets of ▇▇▇▇▇▇ and that no more than $2,800,602.07 was paid for the stock of ▇▇▇▇▇▇. J. An Officers Certificate in the form of Exhibit 9.1.J certified by a Responsible Officer of each of the Borrowers stating that, (i) no litigation is pending or threatened which would have a Material Adverse Effect; (ii) no investigation or proceeding before any Governmental Authority is continuing or threatened against the Borrowers, or any officer, director or Affiliate of the Borrowers with respect to this Fourth Restated Agreement, the Loan Documents or any of the Transactions which could have a Material Adverse Effect; (iii) the final copy of the EDP Asset Purchase Agreement and the ▇▇▇▇▇▇ House Stock Purchase Agreement provided to the Bank fully state and are the final agreements among parties thereto, there being no unwritten or other agreements among the parties; and, (iv) to the best knowledge and belief of such Persons, after reasonable and due investigation and re view of matters pertinent to the subject matter of such certificate (a) all of the representations and warranties contained herein and the other Loan Documents are true and correct as of the date of the Advance, and (b) no event has oc curred and is continuing, or would result from the Advance which constitutes a Default or an Event of Default. The Bank shall also receive either a summary and analysis of all litigation in which any of the Borrowers is involved or an opinion of counsel, in form and substance acceptable to the Bank, to the effect that no litigation in which the respective Borrower is involved would, in the event of an adverse determination, have a Material Adverse Effect. K. Resolutions of each of the Borrowers approving the execution, delivery and performance of this Fourth Restated Agreement, the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the respective Borrower's board of directors and accompanied by a certificate of the secretary of the respective Borrower stating that the resolutions are true and correct, have not been altered or repealed and are in full force and effect. Each resolution shall certify the name of each officer authorized to sign the Loan Documents to be executed by the respective Borrower and the other documents or certificates to be delivered pursuant to the Loan Documents, together with the true signature of each such officer. The Bank may conclusively rely on the certificates until the Bank receives a further certificate canceling or amending the prior certificate and submitting the name and signature of each officer named in such further certificate. L. Evidence satisfactory to the Bank that the insurance policies required by this Fourth Restated Agreement and the Collateral Documents are in force and effect, the originals of all such policies, where required, and receipts showing that the premiums therefor have been paid. M. Favorable opinions of legal counsel for each Loan Party in form and substance satisfactory to the Bank. N. Such other information and documents as reasonably may be required by the Bank and the Bank's counsel.
Appears in 2 contracts
Sources: Credit Agreement (Us Legal Support Inc), Credit Agreement (Us Legal Support Inc)
Initial Advances. The obligation of the Bank to make initial ---------------- Advances any Advance on the Term C Loans and the continuation of the other Loans is subject to the conditions precedent that, on or before the date of the initial Advance, the Bank shall have received the following:
A. As to the Revolving Credit Loans:
(1) The duly executed Revolving Credit Note.
(2) B. A duly executed Notice of Revolving Credit Advance.
(3) The duly executed Application for Letter of Credit, if the Advance requested is for a Letter of Credit.
B. As to the Term Loans:
(1) The duly executed Term Notes.
(2) A duly executed Notice of Term Loan Advance.
C. Each of the Collateral Documents duly executed by the parties thereto. Each document, including, without limitation, any Financing Statement, required by the Collateral Documents, under law or requested by the Bank to be filed, registered or recorded in order to create, in favor of the Bank, a perfected first priority Lien on the Collateral described therein shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, the Bank shall have received an acknowledgment copy, or other evidence satisfactory to the Bank, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto. The Bank shall have received the possession of any Collateral for which possession is required to perfect a Lien.
D. A search of uniform commercial code records of each appropriate jurisdiction wherein ▇▇▇▇▇▇, EDP or EDP Temp does business, including searches under all assumed or business names under which any of them operates, reflecting that there are no financing statements filed of record.
E. A Seller Debt Subordination Guaranty Agreement in the form of Exhibit 9.1.E to the Restated Agreement, 6.1.C duly executed by each Seller who holds Subordinated IndebtednessAllwaste in favor of the Bank.
F. A Seller Preferred Stock Subordination Agreement in the form of Exhibit 9.1.F to the Restated Agreement, duly executed by each Seller who holds Approved Preferred Stock.
G. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.G to this Fourth Restated Agreement, duly executed by each Seller who holds Subordinated Indebtedness pursuant to the EDP Asset Purchase Agreement.
H. A true and correct copy of the final, duly executed copy of the EDP Asset Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-NE shall have successfully completed the acquisition of all of the assets of EDP and EDP Temp free and clear of any Liens and that no more than $9,000,000.00 at the closing thereof was paid therefor, subject to such amount being adjusted after the closing thereof based on the Additional Tax Liability and other Earnout provisions contained in the EDP Asset Purchase Agreement.
I. A true and correct copy of the final, duly executed copy of the ▇▇▇▇▇▇ House Stock Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-Cal shall have successfully completed the purchase of the ▇▇▇▇▇▇ Stock, that no Liens are outstanding on any of the Assets of ▇▇▇▇▇▇ and that no more than $2,800,602.07 was paid for the stock of ▇▇▇▇▇▇.
J. D. An Officers Certificate in the form of Exhibit 9.1.J 6.1.D certified by a Responsible Officer of each the President and the Secretary or Assistant Secretary of the Borrowers Borrower, stating that, that (i) no litigation is pending or threatened which would have a Material Adverse Effect; (ii) no investigation or proceeding before any Governmental Authority is continuing or threatened against the BorrowersBorrower or a Consolidated Subsidiary, or any officer, director or Affiliate of the Borrowers Borrower or a Consolidated Subsidiary with respect to this Fourth Restated Agreement, the Loan Documents or any of the Transactions which could have a Material Adverse Effect; (iii) the final copy of the EDP Asset Purchase Agreement and the ▇▇▇▇▇▇ House Stock Purchase Agreement provided to the Bank fully state and are the final agreements among parties thereto, there being no unwritten or other agreements among the parties; and, (iviii) to the best knowledge and belief of such Persons, after reasonable and due investigation and re view review of matters pertinent to the subject matter of such certificate (a) all of the representations and warranties contained herein and the other Loan Documents are true and correct as of the date of the Advance, and (b) no event has oc curred occurred and is continuing, or would result from the Advance Advance, which constitutes a Default or an Event of Default. The Bank shall also receive either a summary and analysis of all litigation in which any of the Borrowers Borrower or a Consolidated Subsidiary is involved or an opinion of counsel, in form and substance acceptable to the Bank, to the effect that no litigation in which the respective Borrower or a Consolidated Subsidiary is involved would, in the event of an adverse determination, have a Material Adverse Effect.
K. E. Resolutions of each of the Borrowers Borrower approving the execution, delivery and performance of this Fourth Restated Agreement, the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the respective Borrower's board of directors and accompanied by a certificate of the secretary Secretary or Assistant Secretary of the respective Borrower stating that the resolutions are true and correct, have not been altered or repealed and are in full force and effect. Each resolution The resolutions shall certify the name of each officer of the- Borrower authorized to sign the Loan Documents to be executed by the respective Borrower and the other documents or certificates to be delivered by the Borrower pursuant to the Loan Documents, together with the true signature of each such officer. The Bank may conclusively rely on the certificate of the Borrower until the Bank receives a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the name and signature of each officer named in such further certificate.
F. A Certificate of Incorporation, Certificate of Existence and Certificate of Account Status (or other similar instruments) for the Borrower issued by the appropriate official of the state of incorporation of the Borrower, and Certificates of Qualification, Certificates of Authorization or other similar instruments for the Borrower, issued by the Secretary of State of each of the states wherein the Borrower is qualified to do business, each dated within ten (10) days of the Effective Date.
G. A copy of the Articles or Certificate of Incorporation of the Borrower and all amendments thereto, certified by the Secretary of State of the state of the Borrower's incorporation, and dated within ten (10) days of Effective Date, and a copy of the bylaws of the Borrower, and all amendments thereto, certified by the Secretary of theBorrower, as being true, correct and complete as of the date of such certification.
H. Resolutions of Allwaste approving the execution, delivery and performance of the Guaranty Agreement, and the transactions contemplated therein, duly adopted by the board of directors of Allwaste and accompanied by a certificate of the Secretary or Assistant Secretary of Allwaste stating that such resolutions are true and correct, have not been altered or repealed and are in full force and effect. The resolutions shall certify the name of each officer authorized to sign each of the Loan Documents to be executed and the other documents or certificates to be delivered pursuant to the Loan Documents, together with the true signature of each such officer. The Bank may conclusively rely on the certificates certificate until the Bank receives a further certificate canceling or amending the prior certificate and submitting the name and signature of each officer named in such further certificate.
L. Evidence satisfactory to I. A true and correct, fully executed copy of the Bank that the insurance policies required by this Fourth Restated Agreement and the Collateral Documents are in force and effect, the originals of all such policies, where required, and receipts showing that the premiums therefor have been paidGSV Stock Purchase Agreement.
M. Favorable opinions of legal counsel for each Loan Party in form and substance satisfactory to the Bank.
N. J. Such other information and documents as reasonably may be required by the Bank and the Bank's counsel.
Appears in 1 contract
Sources: Credit Agreement (Innovative Valve Technologies Inc)
Initial Advances. The obligation of the Bank to make initial ---------------- Advances any Advance on the Term C Loans and the continuation of the other Loans is subject to the conditions precedent that, on or before the date of the initial Advance, the Bank shall have received the following:
A. As to the Revolving Credit Loans:
(1) The duly executed Revolving Credit Note.
(2) A duly executed Notice of Revolving Credit Advance.
(3) The duly executed Application for Letter of Credit, if the Advance requested is for a Letter of Credit.
B. As to the Term Loans:
(1) The duly executed Term NotesNote.
(2) A The duly executed Notice of Term Loan Advance.
C. Each of the Collateral Documents duly executed by the parties thereto. Each document, including, without limitation, any Financing Statement, required by the Collateral Documents, under law or requested by the Bank to be filed, registered or recorded in order to create, in favor of the Bank, a perfected first priority Lien on the Collateral described therein shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, the Bank shall have received an acknowledgment copy, or other evidence satisfactory to the Bank, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto. The Bank shall have received the possession of any Collateral for which possession is required to perfect a Lien.
D. A search of uniform commercial code records of each appropriate jurisdiction wherein ▇▇▇▇▇▇, EDP or EDP Temp does business, including searches under all assumed or business names under which any of them operates, reflecting that there are no financing statements filed of record.
E. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.E to the Restated Agreement8.1.D, duly executed by each Seller who holds Subordinated Indebtednessof the Sellers.
F. E. A Seller Preferred Stock Subordination Landlord Agreement in the form of Exhibit 9.1.F to the Restated Agreement8.1.E, duly executed by each Seller who holds Approved Preferred Stockthe landlord of the New York Leasehold and to the extent requested by the Bank, any other landlord under any lease pursuant to which a Loan Party possesses any Leasehold on which any portion of the Loan Party's business is operated.
G. F. A Seller Debt Subordination Guaranty Agreement in the form of Exhibit 9.1.G to this Fourth Restated Agreement, 8.1.F duly executed by each Seller who holds Subordinated Indebtedness pursuant Guarantor in favor of the Bank.
G. Favorable opinions of legal counsel for the Loan Parties in form and substance satisfactory to the EDP Asset Bank. Copies of the legal opinions rendered by the Sellers' legal counsel in connection with the Stock Purchase Agreement, together with a letter to the Bank authorizing and permitting the Bank to rely thereon.
H. A true and correct copy of the final, duly executed copy of the EDP Asset Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-NE shall have successfully completed the acquisition of all of the assets of EDP and EDP Temp free and clear of any Liens and that no more than $9,000,000.00 at the closing thereof was paid therefor, subject to such amount being adjusted after the closing thereof based on the Additional Tax Liability and other Earnout provisions contained in the EDP Asset Purchase Agreement.
I. A true and correct copy of the final, duly executed copy of the ▇▇▇▇▇▇ House Stock Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-Cal shall have successfully completed the purchase of the ▇▇▇▇▇▇ Stock, that no Liens are outstanding on any of the Assets of ▇▇▇▇▇▇ and that no more than $2,800,602.07 was paid for the stock of ▇▇▇▇▇▇.
J. An Officers Certificate in the form of Exhibit 9.1.J 8.1.H certified by a Responsible Officer the President and the Secretary of each of the Borrowers Golden Eagle Group, stating that, that (i) no litigation is pending or threatened which would have a Material Adverse Effect; (ii) no investigation or proceeding before any Governmental Authority is continuing or threatened against the BorrowersGolden Eagle Group or a Consolidated Subsidiary, or any officer, director or Affiliate of the Borrowers Golden Eagle Group or a Consolidated Subsidiary with respect to this Fourth Restated Agreement, the any Loan Documents or any of the Transactions which could have a Material Adverse Effect; (iii) the final copy of the EDP Asset Purchase Agreement and the ▇▇▇▇▇▇ House Stock Purchase Agreement provided to the Bank fully state and are the final agreements among parties thereto, there being no unwritten or other agreements among the parties; and, (iviii) to the best knowledge and belief of such Persons, after reasonable and due investigation and re view review of matters pertinent to the subject matter of such certificate (a) all of the representations and warranties contained herein and the other Loan Documents are true and correct as of the date of the Advance, and (b) no event has oc curred occurred and is continuing, or would result from the Advance Advance, which constitutes a Default or an Event of Default. The Bank shall also receive either a summary and analysis of all litigation in which any of the Borrowers Golden Eagle Group or a Consolidated Subsidiary is involved or an opinion of counsel, in form and substance acceptable to the Bank, to the effect that no litigation in which the respective Borrower Golden Eagle Group or a Consolidated Subsidiary is involved would, in the event of an adverse determination, have a Material Adverse Effect.
K. I. Resolutions of each of the Borrowers Loan Parties approving the execution, delivery and performance of this Fourth Restated Agreement, the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the respective Borrowereach Loan Party's board of directors and accompanied by a certificate of the secretary Secretary of the respective Borrower Loan Party stating that the resolutions are true and correct, have not been altered or repealed and are in full force and effect. Each resolution The resolutions shall certify the name of each officer of the Loan Party authorized to sign the Loan Documents to be executed by the respective Borrower Loan Party and the other documents or certificates to be delivered by the Loan Party pursuant to the Loan Documents, together with the true signature signa ture of each such officer. The Bank may conclusively rely on the certificates certificate until the Bank receives a further certificate of the Secretary of the Loan Party canceling or amending the prior certificate and submitting the name and signature of each officer named in such further certificate.
J. A Certificate of Incorporation, Certificate of Existence and Certificate of Account Status (or other similar instruments) for each of the Loan Parties issued by the appropriate official of the state of incorporation of each of the Loan Parties, and Certificates of Qualification, Certificates of Authorization or other similar instruments for each of the Loan Parties, issued by the
K. A copy of the Articles or Certificate of Incorporation of each of the Loan Parties and all amendments thereto, certified by the Secretary of State of the state of the Loan Party's incorporation, and dated within ten (10) days of Effective Date, and a copy of the bylaws of each of the Loan Parties, and all amendments thereto, certified by the Secretary of theLoan Party, as being true, correct and complete as of the date of such certification.
L. Evidence satisfactory to the Bank that the insurance policies required by this Fourth Restated Agreement and the Collateral Documents are in force and effecteffect and that premiums therefore have been paid, and, if requested by the Bank, the originals or copies of all such policies, where required, and receipts showing that the premiums therefor have been paid.
M. Favorable opinions of legal counsel for each Loan Party in form and substance satisfactory to the Bank.
N. Such other information and documents as reasonably may be required by the Bank and the Bank's counsel.
Appears in 1 contract
Initial Advances. The obligation of the Bank Lenders to make initial ---------------- Advances any Advance on the Term C Loans and the continuation of the other Loans is subject to the conditions precedent that, on or before the date of the initial Advance, the Bank Agent shall have received the following:
A. As The Borrowers must evidence in a manner satisfactory to the Revolving Credit Loans:
(1) The duly executed Revolving Credit NoteAgent that the principals of the Borrowers shall have funded not less than $7,400,000.00 in equity contributions to the Borrowers.
(2) B. A duly executed Notice of Revolving Credit Advance.
(3) The duly executed Application for Letter of Credit, if the Advance requested is for a Letter of Credit.
B. As to the Term Loans:
(1) The duly executed Term Notes.
(2) A duly executed Notice of Term Loan AdvanceBorrowing.
C. Each of the Collateral Documents duly executed by the parties thereto. Each document, including, without limitation, any Financing StatementStatements, required by the Collateral Documents, under law or requested by the Bank Agent to be filed, registered or recorded in order to create, in favor of the BankAgent for the benefit of the Lenders, a perfected first priority Lien on the Collateral described therein shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, the Bank Agent shall have received an acknowledgment copy, or other evidence satisfactory to the BankAgent, of each such filing, registration or recordation and satisfactory evidence evi- dence of the payment of any necessary fee, tax or expense relating thereto. The Bank Agent shall have received the possession of any Collateral for which possession is required to perfect a Lienthe certificates representing all of the Pledged Stock, together with undated stock powers executed in blank.
D. A search Subordination Agreements executed by D. Bowen King and Edsel S. Ries in the form of uniform commercial code records of each appropriate jurisdiction wherein Exhibit 8.1.D.
▇. ▇▇e Lan▇▇▇▇▇ ▇▇▇▇▇▇, EDP or EDP Temp does business, including searches under all assumed or business names under which any of them operates, reflecting that there are no financing statements filed of record.
E. A Seller Debt Subordination Agreement ▇nts in the form of Exhibit 9.1.E to the Restated Agreement8.1.E, duly executed by each Seller who holds Subordinated Indebtednesslandlord under on each Leasehold pursuant to which any Borrower possesses any leasehold interest in real property on which any portion of the Borrower's business is operated. All of the Leaseholds are set out in Schedule 8.1.E. Notwithstanding the foregoing, if the Borrowers have not obtained all Landlord Agreements on or before the Effective Date, the condition will be waived as to the initial fundings of the Loans, however, the Borrowers covenant to obtain the Landlord Agreements within forty-five (45) days of the Effective Date. If, within forty-five (45) days of the Effective Date, the Borrowers have not obtained all Landlord Agreements, there will be established a Reserve equal to the rental which will accrue over a ninety (90) day period for each of the Leaseholds for which a Landlord Agreement has not been obtained.
F. A Seller Preferred Stock Subordination Agreement in the form of Exhibit 9.1.F to the Restated Agreement, The duly executed by each Seller who holds Approved Preferred StockLockbox Agreement.
G. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.G to this Fourth Restated Agreement, The duly executed by each Seller who holds Subordinated Indebtedness pursuant to the EDP Asset Purchase Hazardous Materials Indemnification Agreement.
H. A true Favorable opinions of legal counsel for Borrowers in form and correct copy of the final, duly executed copy of the EDP Asset Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence substance satisfactory to the Agent that LRA-NE shall have successfully completed the acquisition of all of the assets of EDP and EDP Temp free and clear of any Liens and that no more than $9,000,000.00 at the closing thereof was paid therefor, subject to such amount being adjusted after the closing thereof based on the Additional Tax Liability reasonable assumptions, qualifications and other Earnout provisions contained in the EDP Asset Purchase Agreementlimitations.
I. A true and correct copy of the final, duly executed copy of the ▇▇▇▇▇▇ House Stock Purchase Agreement and true and correct copies of all final documentation with respect thereto, together with evidence satisfactory to the Agent that LRA-Cal shall have successfully completed the purchase of the ▇▇▇▇▇▇ Stock, that no Liens are outstanding on any of the Assets of ▇▇▇▇▇▇ and that no more than $2,800,602.07 was paid for the stock of ▇▇▇▇▇▇.
J. An Officers Certificate in the form of Exhibit 9.1.J 8.1.1 certified by a Responsible Officer the President and the Secretary of each Invatec, stating that after due investigation and review of matters pertinent to the Borrowers stating thatsubject matter of such certificate, (i) no litigation is pending or threatened which would have a Material Adverse EffectEffect except as specifically disclosed in the Financial Statements of Borrowers; (ii) no investigation or proceeding before any Governmental Authority is continuing con- tinuing or threatened against the Borrowerssuch Borrower, or any officer, director or Affiliate of the Borrowers such Borrower with respect to this Fourth Restated Agreement, the Loan Documents or any of the Transactions transactions contemplated hereby or thereby which could have a Material Adverse Effect; (iii) the final copy of the EDP Asset Purchase Agreement and the ▇▇▇▇▇▇ House Stock Purchase Agreement provided to the Bank fully state and are the final agreements among parties thereto, there being no unwritten or other agreements among the parties; and, (iviii) to the best knowledge and belief of such Persons, after reasonable and due investigation and re view review of matters pertinent to the subject matter of such certificate (a) all of the representations and warranties contained herein and the other Loan Documents are true and correct as of the date of the Advance, and (b) no event has oc curred occurred and is continuing, or would result from the Advance Ad- vance, which constitutes a Default or an Event of Default. The Bank Agent shall also receive either a summary and analysis of all litigation in which any of the Borrowers Borrower is involved or an opinion of counselinvolved, in form and substance acceptable to the BankAgent, and a statement to the effect that no litigation in which the respective a Borrower is involved would, in the event of an adverse determination, have a Material Adverse Effect.
K. J. Resolutions of each of the Borrowers approving the execution, delivery and performance of this Fourth Restated Agreement, the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the respective Borrower's its board of directors and accompanied by a certificate of the secretary Secretary of the respective each Borrower stating that the resolutions are true and correct, have not been altered or repealed and are in full force and effect. Each resolution The resolutions shall certify the name of each officer authorized to sign the Loan Documents to be executed by the respective Borrower and the other documents or certificates to be delivered by the Borrower pursuant to the Loan DocumentsDoc- uments, together with the true signature of each such officer. The Bank Agent may conclusively rely on the certificates each certificate until the Bank Agent receives a further certificate of the Secretary canceling or amending the prior certificate and submitting the name and signature of each officer named in such further certificate.
K. Certificates of Corporate Existence issued by the Secretary of State of each state of incorporation for each respective Borrower and a Certificate of Account Status or like certificates for each Borrower and Certificates of Qualification, Certificates of Authorization or other similar instruments for each Borrower, issued by the Secretary of State or other appropriate official of each of the states wherein a Borrower is qualified to do business, each dated within ten (10) days of the Effective Date.
L. The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC reporting service, listing all effective financing statements which name any of the Borrowers (including the assumed names under which any of the Borrowers may or has conducted business) as debtor and which are filed in the appropriate offices in any state in which any of the Borrowers have operating offices, together with copies of such financing statements. With respect to any Liens which are not Permitted Liens, the Agent shall have received termination statements in form and substance satisfactory to it.
M. Copies of the Articles of Incorporation of each Borrower and all amendments thereto, certified by the Secretary of State of the State of incorporation for the Borrower, and dated within ten days of the Effective Date, and a copy of the bylaws of each Borrower, and all amendments thereto, certified by the Secretary of the Borrower, as being true, correct and complete as of the date of such certification.
N. The Agent shall have received and determined to be in form and substance satisfactory to the Agent:
(1) The most recent, dated not earlier than forty-five (45) days prior to the Effective Date, schedule and aging of accounts receivable of the Borrowers;
(2) Evidence that the Borrowers have not less than $3,200,000.00 of Availability on the Effective Date;
(3) A copy of a field examination of the Borrowers' books and records and the results of such field examination shall be satisfactory to the Agent in all respects;
(4) The Financial Statements described in Section 9.1.D, together with management letters received for the last Fiscal Year;
(5) Evidence that the Transactions are in compliance with all Requirements;
(6) Evidence that all requisite third party consents (including, without limitation, consents with respect to the Borrowers) to the Transactions have been received;
(7) Copies of all Material Contracts between any of the Borrowers and its major customers and suppliers and all material leases and franchise agreements of the Borrowers;
(8) Evidence that the Borrowers have cash management and management information systems satisfactory to the Agent;
(9) Evidence that there has occurred no event which would have a Material Adverse Effect on the business, assets, operations or financial condition of the Borrowers since the date of the last Financial Statements provided to the Agent; and,
(10) Evidence that there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or threatened against or affecting any of the Borrowers or any of respective Borrower's business, assets or rights which involve any of the Transactions.
O. The Agent shall have had the opportunity, if the Agent so chooses, to examine the books of account and other records and files of the Borrowers and to make copies thereof, and to conduct a pre-closing field examination which shall include, without limitation, verification of Eligible Accounts, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent in all respects.
P. The corporate structure and capitalization of each of the Borrowers shall be satisfactory to the Lenders in all respects.
Q. All legal matters in connection with the Transactions shall be satisfactory to the Agent, the Lenders and their respective counsel in their sole discretion.
R. Invatec, for and on behalf of the Borrowers, shall have executed and delivered to the Agent a disbursement authorization letter with respect to the disbursement of the proceeds of the Advance made on the Effective Date, in form and substance satisfactory to the Agent.
S. The Agent and the Lenders shall have received from the Borrowers, and its counsel where appropriate, a letter stating that there are no material violations of ERISA, OSHA or Environmental Laws which would have a Material Adverse Effect.
T. The Agent and the Lenders shall have received from the Borrowers and shall be satisfied with management prepared income statements, balance sheets and cash flow projections for the Borrowers for Fiscal Years 1997, 1998, and 1999, including a pro forma balance sheet as of the Effective Date.
U. Evidence satisfactory to the Bank Agent that the insurance policies required by this Fourth Restated Agreement and the Collateral Documents are in force and effect, the originals of all such policies, or copies of the policies with certificates of insurance, where required, and receipts showing that the premiums therefor have been paid.
M. Favorable opinions of V. The Borrowers shall have paid in full (i) all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, and, (ii) all legal fees charged, and all costs and expenses incurred, by legal counsel for each Loan Party in form and substance satisfactory to the BankAgent through the Effective Date in connection with the Transactions.
N. Such W. Upon the fulfillment of all applicable conditions set forth herein, the Agent will, as soon as practicable, but in no event later than 5:00 p.m. (New York, New York time) on the first Business Day after the Effective Date, fund the proceeds of the Advance to Union Bank of California to payoff and discharge Indebtedness of Steam Supply secured by Liens on the Collateral, and upon receipt of and such other information and documents instruments as reasonably may be required by the Bank and the Bank's counselAgent shall require.
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Sources: Credit Agreement (Innovative Valve Technologies Inc)