Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 4 contracts
Sources: Credit Agreement (Pillarstone Capital Reit), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this the Deeds of Trust duly executed by the applicable Borrowers, and the Security Agreement duly executed by the BorrowerBorrowers and the Guarantors, together with (i) UCC financing statements to be filed against the Material SubsidiariesBorrowers and the Guarantors, as Guarantorsdebtors, in favor of the Administrative Agent, as secured party, (ii) patent, trademark, and copyright collateral agreements, to the Lendersextent requested by the Administrative Agent, (iii) deposit account control agreements, to the extent requested by the Administrative Agent, (iv) certificates, if any, representing the Ownership Interests in the Guarantors accompanied by undated powers executed in blank, (v) instruments, if any, evidencing any Indebtedness constituting Collateral accompanied by proper allonges pledged by any Borrower or any Guarantor pursuant to the Security Agreement indorsed in blank, (vi) landlord and warehouseman’s waivers, to the extent requested by the Administrative Agent, and (vii) evidence of the completion of all other actions, recordings and filings of or with respect to the Liens created by the Security Agreement that the Administrative Agent may deem necessary or reasonably desirable in order to perfect such Liens;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note, such Lender’s duly executed Notes Note of the Borrower Borrowers, dated the date hereof Effective Date and otherwise in compliance with the provisions of Section 1.10 hereof2.11(d);
(c) the Administrative Agent shall have received an intercreditor agreement (the “▇▇▇▇▇ Fargo Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by ▇▇▇▇▇ Fargo Capital Finance, LLC (the “▇▇▇▇▇ Fargo”);
(d) the Administrative Agent shall have received an intercreditor agreement the “Israeli Banks Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by Bank Leumi USA, as collateral agent (in such capacity, “Collateral Agent”) and as a second lien lender (in such capacity, “Bank Leumi Lender”), and Israel Discount Bank of New York (“IDBY”; together with Collateral Agent and Bank Leumi Lender, the “Israeli Lenders”), as a second lien lender (the “Israeli Banks Intercreditor Agreement”);
(e) the Administrative Agent shall have received an acknowledgment agreement acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by ▇. ▇▇▇▇ (the “▇. ▇▇▇▇ Acknowledgment Agreement”) ;
(f) the Administrative Agent shall have received a Consent and Agreement acceptable in form and substance to the Administrative Agent from each of the following Affiliates of the MLP: Lion Oil, Holdings, Delek Refining, the General Partner and Delek Logistics Services.
(g) the Administrative Agent shall have received the Limited Guaranty executed by the Limited Guarantor;
(h) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable;
(di) the Administrative Agent shall have received copies of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoGuarantor’s, if any, Organization Documents, certified in each instance by its Secretary or Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ej) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent;
(fk) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereofEffective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofapplicable;
(l) the Administrative Agent shall have received a list of the Borrowers Authorized Representatives;
(m) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees required by Section 2.12;
(n) the Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the Transaction and the initial Credit Event;
(o) the Administrative Agent shall have received mortgagee’s title insurance policies (or binding commitments therefore) on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(o) attached hereto in form, and substance, and in insured amounts, acceptable to the Administrative Agent insuring the Liens of the Deeds of Trust to be valid first priority Liens subject only to defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require (collectively, the “Title Policies”);
(p) the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property set forth on Schedule 3.2(o), which surveys shall also state whether or not any portion of such properties are in a federally designated flood hazard area;
(q) the Administrative Agent shall have received a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to each parcel of real property set forth on Schedule 3.2(q) attached hereto, together with a reliance letter thereon acceptable to the Administrative Agent;
(r) the Administrative Agent shall have received a flood determination report for each parcel of real property that is the location of an Initial Terminal and any other Property of any Borrower containing improvements thereon subject to the Lien of the Deeds of Trust prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of such property is in a federally designated flood hazard area;
(s) the Administrative Agent shall have received an executed copy of the Contribution Agreement (together with all schedules, exhibits and amendments thereto) certified by an officer of the Borrowers’ Agent as being a true, correct and complete copy thereof, and the Contribution Agreement and all other Transfer Documents shall be acceptable to the Administrative Agent in form and substance; none of the material terms or conditions to closing of any party set forth in the Transfer Documents shall have been amended, modified or supplemented without the prior written opinion consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived;
(t) the contribution of the Contributed Assets pursuant to the Transfer Documents shall have been approved, to the extent necessary, by each Contributing Affiliate’s board of directors (or other applicable governing body) and owners of the equity of such Contributing Affiliate;
(u) except as set forth on Schedule 3.2(u), on the Effective Date, both before and after giving effect to the Transaction, no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened;
(v) the capital and organizational structure of the Borrowers shall be reasonably satisfactory to the Administrative Agent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the MLP of net proceeds (after payment of underwriting fees and expenses) from the issuance of the Common Units as described in the Registration Statement of not less than $100,000,000;
(w) the Administrative Agent shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E evidencing compliance with Section 6.20(a), which calculation will be based on (x) EBITDA for the four most recent fiscal quarters of the Consolidated Group equal to $45,296,000, and (y) Total Funded Debt on the Effective Date, after giving effect to the Transaction and the initial Credit Event;
(x) after giving effect to the initial Credit Event and the Transaction the Borrowers shall have Unused Commitments of at least $50,000,000;
(y) the Administrative Agent shall have received financing statement and, as appropriate, tax and judgment lien search results against the Borrowers and each of Contributing Affiliates and their respective Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens;
(z) the Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted Liens) of the Contributing Affiliates in form and substance acceptable to the Administrative Agent setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Contributing Affiliates) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, mortgage releases and any other lien release instruments necessary to release Liens on the assets of the Contributing Affiliates and the Borrowers, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(aa) the Administrative Agent shall have received a certificate of a Responsible Officer of the General Partner on behalf of the Borrowers and the Guarantors, either (A) listing descriptions of all material consents, licenses and approvals required in connection with the consummation of the Transaction and the execution and delivery by any Borrower and any Guarantor (and the validity against the Borrowers and the Guarantors of) of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required or are material;
(bb) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) there is no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof or would prohibit the initial Credit Event and (iv) after giving effect to the Transactions and at all times on the Effective Date, Holdings shall directly or indirectly own legally and beneficially at least 51% of the limited partnership interests of the MLP;
(cc) the Administrative Agent shall have received a five-year business forecast of the Consolidated Group on a consolidated, annual basis for the fiscal years 2013 through 2017, prepared by management of the General Partner and as provided in the Private Supplement to the Lender’s Meeting held on September 27, 2012, as the same may be updated on or prior to the Effective Date, a copy of which has been furnished to the Bank;
(dd) the Administrative Agent shall have received true, correct, and complete copies of all Material Agreements (and the Administrative Agent and the Lenders agree that any Material Agreements filed with the SEC in connection with the Transaction shall be deemed delivered), and the Material Agreements shall be acceptable to the Administrative Agent; none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented without the prior written consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived;
(ee) the Transaction shall have been completed in accordance with the terms of the Transfer Documents and applicable Legal Requirements;
(ff) since December 31, 2011, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the MLP’s Predecessor;
(gg) the Administrative Agent shall have received the favorable written opinion(s) of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to Whitestone REITthe Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Borrower Administrative Agent, including a local Tennessee opinion;
(hh) the Administrative Agent shall have received favorable opinions of local counsel to the Borrowers and the Guarantors in each Material Subsidiaryof Texas, Louisiana, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent;
(mii) neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder;
(jj) the Administrative Agent’s due diligence with respect to the Borrowers, their Subsidiaries, and the Contributing Affiliates shall be completed in a manner reasonably acceptable to the Administrative Agent;
(kk) each Lender shall have received, sufficiently in advance of the Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the each Borrower and each Guarantor;; and
(nll) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 3 contracts
Sources: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP)
Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date:
(a) the Administrative Agent The Lender shall have received this Agreement duly executed by the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as Guarantors, Borrower in form and substance reasonably acceptable to the LendersLender;
(b) if requested by any Lender, the Administrative Agent The Lender shall have received for copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Lender shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Lender such Lender’s duly shall have received, if requested, an executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent The Lender shall have received copies a duly executed original of resolutions of Whitestone REIT’s(i) this Agreement, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing bodyii) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and (iii) such other documents as the Lender may reasonably request;
(f) The Lender shall have received a certificate by the chief financial officer of the Borrower, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date;
(g) The Lender shall have received evidence that Borrower is validly existing and in good standing under the laws of the jurisdiction of incorporation;
(h) the Administrative Agent The Lender shall have received payment of the initial fees called for by Section 2.1 hereof;Upfront Fee; and
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders The Lender shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrowerduly executed Compliance Certificate containing information as of June 30, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2006.
Appears in 3 contracts
Sources: Seasonal Credit Agreement (Peoples Energy Corp), Seasonal Credit Agreement (Peoples Energy Corp), Seasonal Credit Agreement (Peoples Energy Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone ARC REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Year ended December 31, 2013 and the consolidated statements of income, retained earnings, and cash flows of ARC REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2014, and the related consolidated statements of income, retained earnings and cash flows of ARC REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of the ARC REIT’s projections for the following three Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) since December 31, 2013, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Sources: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Realty Capital - Retail Centers of America, Inc.)
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenderseach Lender;
(b) if requested by any Lender, the The Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower dated and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the date hereof Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and otherwise in compliance with the provisions of Section 1.10 hereof(iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle GmbH;
(c) the The Administrative Agent shall have received evidence for each Lender copies of insurance required the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be maintained under true copies and an original extract of the Loan Documentscommercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(d) the The Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles Certificate of incorporation Incorporation and bylaws (or comparable organizational documentsequivalent) and any amendments theretoof each Guarantor, certified in each instance by its Secretary secretary or Assistant Secretaryan assistant secretary (or its equivalent);
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’scopies, certified by the Borrower’s and each Material Subsidiary’s Board of Directors secretary or assistant secretary (or similar governing bodyits equivalent) of each Guarantor, of its board of directors’ resolutions (or its equivalent) authorizing the execution, delivery and performance execution of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeparty;
(f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) The Administrative Agent shall have received to the extent requested by any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11(d) hereof;
(i) The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) The Administrative Agent and each Lender shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2017, a business plan showing in reasonable detail projected operating budgets, consolidated revenues, expenses, and balance sheets on an annual basis, such business plan to be in form and substance satisfactory to the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence Lender and shall include a summary of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofall assumptions made in preparing such business plan;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the The Administrative Agent and any each Lender shall have received any received, sufficiently in advance of the Effective Date, all documentation and other information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and
(m) The Multicurrency Credit Agreement dated as of September 28, 2010 (as amended, the “Existing Credit Agreement”) among the Borrower, the Parent, the other Guarantors party thereto, the lenders party thereto and Bank of Montreal, as Administrative Agent, shall have terminated (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall have been paid or similar rules or regulationsshall be paid with the proceeds of the first Credit Event. Each Lender that is also a “Lender” under the Existing Credit Agreement, by its execution hereof, hereby waives any requirement under Section 1.13(a) of the Existing Credit Agreement that the Borrower give prior notice of the termination of the “Revolving Credit Commitments” thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Borrower agree that the Existing Credit Agreement shall terminate (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall be due and payable on the Effective Date.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement, Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;Borrower; and
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Sources: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT Operating Partnership, L.P.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance ▇▇▇▇▇facto▇▇ ▇▇ the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders;
(b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent);
(c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents;
(d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party;
(e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives;
(dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel;
(h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request;
(j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof;
(k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date;
(l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and
(om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsThree Year Credit Agreement.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Hewitt Associates Inc), 364 Day Credit Agreement (Hewitt Associates Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement and the Pledge Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderseach party thereto;
(b) if requested by any Lender, the Administrative Agent shall have received for a Note payable to such Lender such Lender’s duly executed Notes of by the Borrower and dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, in each case, as in effect on the Closing Date, certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone Global Medical REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Year ended December 31, 2015 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2016 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and (iii) a Borrowing Base CertificateCertificate showing the computation of the Borrowing Base with the inclusion of the Initial Borrowing Base Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) since December 31, 2015, no material adverse change in the business, financial condition, operations, performance or Properties of the Borrower or the Guarantors, taken as a whole, shall have occurred;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;
(r) the Borrower shall have delivered (a) either (i) original stock certificates or regulationsother similar instruments representing all of the issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and (b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party; and
(s) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received:
(i) a Mortgage duly executed by either the Borrower or the relevant Material Subsidiary, as applicable, for such Borrowing Base Property, in form and substance reasonably acceptable to Borrower, the relevant Material Subsidiary, if applicable, and Administrative Agent;
(ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(iii) mortgagee’s title insurance policies with respect to such Borrowing Base Property (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of the Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the applicable Mortgage to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require;
(iv) an American Land Title Association survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for such Borrowing Base Property, which surveys shall also state whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and shall also include photographs (interior and exterior) of the applicable Borrowing Base Property;
(v) a report as to whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law;
(vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of such Borrowing Base Property subject to the Lien of the applicable Mortgage, together with a reliance letter thereon acceptable to the Administrative Agent;
(vii) an Appraisal with respect to such Borrowing Base Property;
(viii) the favorable written opinion of local counsel to the Borrower or relevant Material Subsidiary, as applicable, covering due authorization, execution and delivery and enforceability of the applicable Mortgage, together with customary real estate opinions as to sufficiency of the applicable Mortgage for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent;
(ix) a structural engineering and/or property condition report satisfactory to Administrative Agent with respect to each Borrowing Base Property; and
(x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent with respect to such Borrowing Base Property.
Appears in 2 contracts
Sources: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance ▇▇▇▇▇facto▇▇ ▇▇ the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders;
(b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent);
(c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents;
(d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party;
(e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives;
(dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel;
(h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request;
(j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof;
(k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date;
(l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and
(om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations364-Day Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent (or its counsel) shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent (or its counsel) shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent (or its counsel) shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent (or its counsel) shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent (or its counsel) shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent (or its counsel) shall have received a Closing Date Borrowing Base Compliance Certificate;
(k) the Administrative Agent (or its counsel) shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent (or its counsel) shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations; and
(o) prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 2 contracts
Sources: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following, in each case (x) duly executed by all applicable parties, (y) dated a date satisfactory to Administrative Agent, and (z) in form and substance satisfactory to Administrative Agent:
(i) this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(ciii) a Master Reaffirmation Agreement duly executed by the Administrative Agent shall have received U.S. Loan Parties and a Master Reaffirmation Agreement duly executed by the Canadian Loan Parties;
(iv) evidence of insurance required to be maintained under the Loan Documents, naming Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fvii) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gviii) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives;
(hix) the Administrative Agent shall have received a certificate as to each Borrower’s Designated Disbursement Account;
(x) the initial fees called for by Section 2.1 hereof2.12;
(xi) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Loan Parties and their Subsidiaries, and the lack of material contingent liabilities of the Loan Parties and their Subsidiaries, including: (a) a certificate from a Responsible Officer of the U.S. Borrower certifying that (i) since December 31, 2015, no Material Adverse Effect has occurred, and (ii) the capital conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and organizational structure of Whitestone REITCredit Events (if any) occurring on the Closing Date, the Borrower and its Subsidiaries shall be (b) evidence satisfactory to the Administrative Agent, Agent that the Lenders, Net Worth of Borrowers and their Subsidiaries as of the L/C IssuerClosing Date is not less than $102,000,000;
(jxii) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received UCC and PPSA financing statement and, with respect to the U.S. Loan Parties, tax and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and Property of each Material Subsidiary Loan Party evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lxiii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryU.S. Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mxiv) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 11.19 and forms or other information required by the Administrative Agent or any Lender pursuant to any Canadian AML Legislation; and Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 for the Borrower and each Guarantor;Form W‑8 for Canadian Borrower; and
(nxv) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) The capital and organizational structure of the Loan Parties and their Subsidiaries shall be satisfactory to Administrative Agent Agent, the Lenders, and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsL/C Issuer.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note (or an amended and restated note, if applicable) payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent Borrower shall have received evidence made payment in full of insurance required to be maintained under the Loan DocumentsPrior Term Loans, including both the outstanding principal balance thereof and any accrued but unpaid interest thereon;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Asset Pool Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 2 hereof;
(i) the capital Administrative Agent shall have received a Compliance Certificate showing pro forma compliance with the financial covenants contained in Section 8.20 after giving effect to the initial Loans with the inclusion of the Initial Unencumbered Asset Pool Properties, in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) since December 31, 2020, no material adverse change in the Lenders business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or Permitted UAP Liens, as otherwise permitted by Section 8.8 hereofapplicable, under this Agreement;
(l) the Administrative Agent shall have received a written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b);
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and;
(o) each of the Administrative Agent and any Lender Lenders shall have received received, sufficiently in advance of the Closing Date, all documentation and other information requested by any information or materials reasonably such Lender required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any bank regulatory authorities under applicable “know your customer” or similar and anti-money laundering rules or and regulations, including without limitation, the Patriot Act including, without limitation, the information described in Section 13.24; and
(p) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 2 contracts
Sources: Second Amendment to Third Amended and Restated Credit Agreement (Centerspace), Credit Agreement (Centerspace)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank (i) the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as GuarantorsBorrower in form and substance satisfactory to the Agent and its counsel, and (ii) the Lendersclosing fee referred to in Section 3.1(c) hereof;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) The Existing Credit Agreement shall have terminated and the Administrative Borrower shall have no further obligations thereunder (except obligations which by their terms survive the termination of the Existing Credit Agreement).
(h) The Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized Representatives;
(h) , stating that on the Administrative Agent shall have received the date of such initial fees called for by Section 2.1 hereof;
(i) the capital Credit Event no Default or Event of Default has occurred and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsis continuing.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (NRG Energy Inc), 364 Day Revolving Credit Agreement (NRG Energy Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant General Counsel, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 210(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer or an assistant corporate controller of the Borrower’s Authorized Representatives, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Fee Letter; and
(mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreementslast day of September, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations1999.
Appears in 2 contracts
Sources: Credit Agreement (North Shore Gas Co /Il/), Credit Agreement (North Shore Gas Co /Il/)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate);
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2018, December 31, 2019, and December 31, 2020, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of D▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) the Administrative Agent shall have received such pay off and lien release letters from creditors of the Loan Parties (other agreementsthan Indebtedness intended to remain outstanding after the Closing Date and, instrumentsif secured, documentssecured by Liens permitted to remain outstanding by Sections 8.7) setting forth, certificatesamong other things, the total amount of indebtedness outstanding and opinions as owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent may reasonably requestUCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or Unencumbered Pool Property Subsidiary, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and
(op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Sources: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)
Initial Credit Event. Before or concurrently with The obligation of each Bank to make its -------------------- initial Loan is subject to the initial Credit Eventsatisfaction of the conditions set forth in Section 4.2 and to the satisfaction of the following conditions:
(a) the Administrative Agent There shall have received this Agreement duly been delivered to the Agent for the account of each Bank a Note executed by the BorrowerBorrower in the amount, the Material Subsidiaries, maturity and as Guarantors, and the Lendersotherwise provided herein;
(b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly executed Notes a certificate, dated the Closing Date, signed by the President or any Vice President of the Borrower dated and attested to by the date hereof Secretary or any Assistant Secretary of the Borrower in the form of Exhibit F with appropriate insertions, together with copies of the Articles or Certificate of Incorporation and otherwise Bylaws of the Borrower and the resolutions of the Borrower referred to in compliance with the provisions of Section 1.10 hereofsuch certificate;
(c) All corporate and legal proceedings and all instruments and agreements in connection with the Administrative transactions contemplated in this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Banks, and the Agent shall have received evidence all information and copies of insurance required all documents and papers, including records of corporate proceedings and governmental approvals, if any, which any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be maintained under the Loan Documentscertified by proper corporate or governmental authorities;
(d) the Administrative Agent Proper financing statements (Form UCC-1) shall have received copies been delivered by the Borrower to be filed under the UCC of Whitestone REIT’seach jurisdiction as may be necessary or, in the Borrower’s and each Material Subsidiary’s articles opinion of incorporation and bylaws (or comparable organizational documents) and any amendments theretothe Collateral Agent, certified in each instance desirable to perfect the security interests purported to be created by its Secretary or Assistant Secretarythe Security Documents;
(e) The Banks shall be satisfied that, after giving effect to the Administrative Agent making of the initial Loans and the application of the proceeds thereof by (or on behalf of) the Borrower, the Borrower shall have received copies of resolutions of Whitestone REIT’s, outstanding no Indebtedness other than the Borrower’s Loans and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativePermitted Indebtedness;
(f) the Administrative Agent Each Bank shall have received received: (i) a copy of the consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries, if any, at December 31, 1998, and copies of the certificates related consolidated and consolidating statements of good standing operations and stockholders' equity and related consolidated statement of cash flows of the Borrower and, in the case of the statement of operations and stockholders' equity, its Consolidated Subsidiaries, if any, for Whitestone REITthe Fiscal Year then ended (together with the financial notes thereto, the "Financial Statements"), together, in the case of -------------------- the consolidated financial statements, with an unqualified certification by an independent certified public accountant acceptable to the Agent, and (ii) a copy of the consolidated balance sheets of the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office its Consolidated Subsidiaries, if any, at March 31, 1999, and copies of the secretary related consolidated statements of operations and stockholders' equity and related consolidated statement of cash flows of the state Borrower and, in the case of the statement of operations and stockholders' equity, its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationConsolidated Subsidiaries, if any, for the three month period then ended;
(g) the Administrative The Agent shall have received from legal counsel to the Borrower a list of legal opinion addressed to the Borrower’s Authorized RepresentativesAgent, the Collateral Agent and each Bank in form and substance satisfactory to the Required Lenders;
(h) the Administrative The Agent shall have received from the initial fees called for by Section 2.1 hereof;Borrower an executed counterpart to the Agent's form automatic debit authorization; and
(i) The Borrower shall have paid to the capital Agent all fees due on the Effective Date in accordance with Sections 3.1(a) and organizational structure (b) and in accordance with the letter agreement referenced in Section 3.1(c) and all costs and expenses owing to the Agent and the Banks, and the Agent's counsel through the Closing Date. All the Notes, certificates and other documents and papers referred to in this Section 4.1, unless otherwise specified, shall be delivered to the Agent and the Collateral Agent at the Agent's Notice Office for the account of Whitestone REITeach of the Banks and, except for the Borrower Notes, in sufficient counterparts for each of the Banks and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 2 contracts
Sources: Credit Agreement (Wireless Facilities Inc), Credit Agreement (Wireless Facilities Inc)
Initial Credit Event. Before or concurrently with The obligation of each Lender and each L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (x) duly executed by the Borrowerall applicable parties, the Material Subsidiaries, as Guarantors(y) dated a date satisfactory to Administrative Agent, and the Lenders(z) in form and substance satisfactory to Administrative Agent:
(i) this Agreement;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(ciii) the Collateral Documents, together with, to the extent required pursuant to any Collateral Document, (A) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests in each applicable Subsidiary as of the Closing Date, (B) stock powers for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated, (C) UCC financing statements to be filed against Borrower and each applicable Subsidiary, as debtor, in favor of Administrative Agent shall have received Agent, as secured party, (D) patent, trademark, and copyright Collateral Documents, and (E) deposit account, securities account, and commodity account control agreements;
(iv) evidence of insurance required to be maintained under the Loan Documents;
(dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or Assistant Secretaryother director or officer;
(evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalf, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary or other Authorized Representativedirector or officer;
(fvii) to the Administrative Agent shall have received extent applicable, copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office its jurisdiction of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gviii) the Administrative Agent shall have received a list of the Borrower▇▇▇▇▇▇▇▇’s Authorized Representatives;
(hix) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof2.11;
(ix) to the capital extent applicable, financing statement, tax, and organizational structure judgment lien search results against the Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material applicable Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lxi) pay off and lien release letters from creditors of Borrower and each applicable Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any applicable Subsidiary) and containing an undertaking to cause to be delivered to Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each applicable Subsidiary;
(xii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower ▇▇▇▇▇▇▇▇ and each Material Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent);
(mxiii) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower;
(nxiv) a solvency certificate in the Administrative Agent shall form of Exhibit I;
(xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have received been satisfied;
(xvi) financial information of Cartesian Growth Corporation, ▇▇▇▇▇▇▇▇▇ Wealth Management Holdings, LLC and its subsidiaries, TIG Trinity Management, LLC and its subsidiary, TIG Trinity GP, LLC and its subsidiaries, and Alvarium Investments Limited, as filed with the Securities and Exchange Commission on Form S-4;
(xvii) a pro forma Compliance Certificate after giving effect to the Transactions;
(xviii) a fully executed Beneficial Ownership Certification; and
(xix) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and.
(ob) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuers.
(c) The SPAC Transaction shall have been, or will concurrently with the closing of this Agreement, be consummated in accordance with applicable law and on satisfactory terms in accordance with the Business Combination Agreement.
(d) No provision of the Business Combination Agreement shall have been waived, amended, supplemented or otherwise modified without approval of the Lenders if such waiver, amendment or supplement would have a material adverse effect on the rights and remedies of the Lenders in respect of the Loan Documents. For the avoidance of doubt, any waiver or amendment to the definition of Material Adverse Effect in the Business Combination Agreement is deemed to have a material adverse effect for purposes of this clause (d).
(e) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing.
(f) Administrative Agent and any Lender its counsel shall have received any information or materials reasonably completed all legal, tax and regulatory due diligence, including all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsits sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received certified copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received certified copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2014 and the consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the Borrower’s projections for the following two Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iii) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Borrowing Base CertificateProperties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) intentionally omitted;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g)(ii);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 2 contracts
Sources: Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Monmouth Real Estate Investment Corp)
Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions:
(a) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderssigned on behalf of such party;
(b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of Note and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel;
(d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary;
(e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives;
(hg) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof;
(h) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event;
(i) Each of the capital representations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries warranties set forth in Section 7 hereof shall be satisfactory to the Administrative Agent, the Lenders, true and the L/C Issuer;correct in all material respects; and
(j) All legal matters incident to the Lenders execution and delivery of the Loan Documents shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance be reasonably satisfactory to the Administrative Agent;
Lenders. Each Lender that is also a “Lender” under the Existing Credit Agreement referenced in clause (mh) above, by its execution hereof, hereby waives any requirement under Section 3.7 of the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Existing Credit Agreement that the Borrower and each Guarantor;
(n) Borrowers give prior notice of the Administrative Agent shall have received such other agreements, instruments, documents, certificatestermination of the “Revolving Credit Commitments” thereunder, and opinions agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Administrative Agent may reasonably request; and
(o) Borrowers agree that the Administrative Agent Existing Credit Agreement shall terminate and any Lender all amounts payable thereunder shall have received any information or materials reasonably required by be due and payable on the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsdate hereof.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by Holdings, the Borrower, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any LenderLender at least two (2) Business Days prior to the Closing Date, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in Section 13.01) as of the Closing Date; (ii) to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors Secretary (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Sources: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 60 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;; and
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 2 contracts
Sources: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries (other than Excluded Subsidiaries), as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 13.1) as of the Closing Date; (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) if requested by Administrative Agent, UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretothereto (or, other than in respect of the certified charters, a confirmation that all such documents have not been amended or modified since the last time delivered to the Administrative Agent), certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate3.1;
(k) each Lender shall have received five-year projected financial statements in form and substance consistent with the projected financial statements delivered in connection with the Existing Credit Agreement and reasonably acceptable to the Administrative Agent shall have received financing statement and federal tax lien searches against certified to by a Financial Officer of the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(m) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than 10Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) other Loan Party and, if the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions Borrower qualifies as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable a “know your legal entity customer” or similar rules or regulationsunder the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Envestnet, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b);
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;
(p) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(q) the secured creditors of the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of the Borrower and each Subsidiary; and
(r) the Administrative Agent shall have received copies of a representative sample of the leases entered into by Borrower or its Subsidiaries with CVS or Walgreens.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement an amendment or other modification to each of the Mortgages duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantorsappropriate, and the LendersLeasehold Mortgages duly executed by the Borrower and its Subsidiaries, as appropriate;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s a reaffirmation of each of the Guaranties, duly executed Notes by each of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofSubsidiaries;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s certificate of formation, certificate of organization, operating agreement, articles of incorporation and bylaws bylaws, as applicable (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or Assistant SecretaryChief Financial Officer and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ed) the Administrative Agent shall have received (i) copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s behalf, all certified in each instance by its Secretary, Assistant Secretary or Chief Financial Officer and (ii) copies of resolutions of each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Guaranty and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Subsidiary’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary or other Authorized RepresentativeChief Financial Officer;
(fe) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization organization, as applicable, and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received for itself and for the Lenders an extension fee in the amount of $100,000;
(h) the Administrative Agent shall have received a pro forma date-down endorsement (or its equivalent) to each of the initial fees called for mortgagee’s title insurance policies in form and substance acceptable to the Administrative Agent insuring the Liens of the Mortgages, as modified as contemplated by Section 2.1 hereofthis Agreement, to be valid first priority Liens subject to no defects or objections that are not acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require (the “Date Down Endorsements”);
(i) the capital and organizational structure Administrative Agent shall have received a flood determination report for each parcel of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory real property subject to the Lien of the Mortgages prepared for the Agent by a flood determination company selected by the Administrative Agent, the Lenders, and the L/C IssuerAgent stating whether or not any portion of such property is in a federally designated flood hazard area;
(j) the Lenders Administrative Agent shall have received such evaluations and certifications as it may reasonably require (including a Closing Date Borrowing Base CertificateCertificate in the forms attached hereto as Exhibit G containing calculations of the Borrowing Base as of August 31, 2012, in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material Subsidiaryits Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;; and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(nl) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s Len▇▇▇’▇ duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries;
(nl) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it; and
(m) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventRestatement Effective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel December 31, 2014;
(h) During the period from December 31, 2014 to Whitestone REITthe Restatement Effective Date, except as set forth on Schedule 6.1, neither the Borrower and each Material Subsidiarynor any of its Subsidiaries shall have issued, in form and substance reasonably satisfactory incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(ok) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of the Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event:
Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) the The Administrative Agent shall have received a Solvency Certificate of a Responsible Officer substantially in the form attached hereto as Exhibit J; (b) [reserved;] (c)
(i) Since December 31, 2024, there shall not have occurred any change or event that has resulted in, or would reasonably be expected to have, a Material Adverse Effect; (d) Administrative Agent shall have received each of the following, in each case, (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
2.11; (ciii) the Administrative Agent shall have received evidence of insurance required UCC financing statements to be maintained under the filed against each Loan Documents;
Party, as debtor, in favor of Administrative Agent, as secured party; (div) the Administrative Agent shall have received [reserved]; (v) copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
Secretary or other duly authorized officer; (evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
duly authorized officer; (fvii) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.as
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by received, addressed to each Bank, one original of the favorable written opinion of J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in-house general counsel to the Borrower, covering the Material Subsidiaries, as Guarantors, Borrower and all of the Guarantors and in form and substance satisfactory to the Agent and the LendersBanks (copies of which will be provided by the Agent to each Bank);
(b) if requested The Agent shall have received (i) the Certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) its Articles of Incorporation and all amendments thereto, and (B) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, all in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of the Borrower certified as of a date not earlier than 20 days prior to the date hereof by any Lenderthe appropriate governmental officer of the Borrower’s jurisdiction of incorporation (copies of all such documents to be provided by the Agent to each Bank);
(c) For each Significant Guarantor, the Administrative Agent shall have received (i) a Certificate of an Authorized Officer of such Significant Guarantor certifying that since June 6, 2003, (A) there have been no changes to its Articles of Incorporation or other charter document, and (B) there have been no changes to its bylaws (or comparable constituent documents), such Certificate to be in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of such Significant Guarantor certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Significant Guarantor’s jurisdiction of organization;
(d) The Agent shall have received for each Bank one original of resolutions of the Borrower’s and each Guarantor’s Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party on the Effective Date and the consummation of the transactions contemplated thereby, certified in each instance by its Secretary or Assistant Secretary (copies of all such Lender documents to be provided by the Agent to each Bank);
(e) The Agent shall have received for each Bank such LenderBank’s duly executed Notes Revolving Note, and for the Agent, the duly executed Swing Note, of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.6(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative The Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s Authorized Representatives;
(hg) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;Banks; and
(jh) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative The Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required certificate by the Administrative chief financial officer, treasurer or corporate controller of the Borrower, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing (copies of such certificate to be provided by the Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationseach Bank).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries (other than Excluded Subsidiaries), as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 13.1) as of the Closing Date; (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate3.1;
(k) each Lender shall have received (i) five‑year projected financial statements in form and substance consistent with the projected financial statements delivered in connection with the Existing Credit Agreement and reasonably acceptable to the Administrative Agent shall have received financing statement and federal tax lien searches against certified to by a Financial Officer of the Borrower and (ii) a certificate, in form and substance reasonably acceptable to the Administrative Agent executed by a Financial Officer of the Borrower, Whitestone REIT setting forth the calculation of the Total Leverage Ratio based on Adjusted EBITDA for the twelve months immediately preceding the Closing Date and each Material Subsidiary evidencing Total Funded Debt outstanding on the absence of Liens Closing Date after giving effect to the Loans extended on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe Closing Date hereunder;
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(m) the Administrative Agent shall have received pay‑off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay‑off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than 5 Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 (or its equivalent) for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLoan Party.
Appears in 1 contract
Sources: Credit Agreement (Envestnet, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each L/C Issuer, the Administrative Agent and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and a certificate as to the Borrower’s Designated Disbursement Account;
(g) the Administrative Agent shall have received payment of the initial fees called for by Section 3.1 (to the extent payable at such time);
(h) each Lender shall have received a Compliance Certificate confirming compliance with the financial covenants hereof on a pro forma basis after giving effect to the initial Credit Event, including evidence that the Total Net Leverage Ratio is no more than 3.00 to 1.00, signed by the president or chief financial officer of the Borrower;
(i) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(j) each of the Lenders shall have received, not later than the date that is three (3) Business Days prior to the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 13.19, as have been requested in writing by the Administrative Agent at least ten (10) calendar days prior to the Closing Date;
(k) the Credit Agreement dated February 24, 2022, as amended, among the Borrower, the Guarantors, the lenders party thereto, Bank of Montreal, as the administrative agent and sustainability structuring agent, shall have been terminated and all principal, interest and fees thereunder shall have been paid in full in cash, provided, that the Existing L/Cs issued by Bank of Montreal thereunder may be rolled into this Agreement as contemplated herein;
(l) no Material Adverse Effect shall have occurred; and
(m) the Administrative Agent shall have received a fully funds flow memorandum in connection with the initial Credit Event, executed Internal Revenue Service Form W-9 by the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the Borrower and conditions specified in this Section 7.2, each Guarantor;
(n) the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or notice from such Lender in order prior to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsproposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Hub Group, Inc.)
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the a. The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
b. The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
c. The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
d. The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the e. The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(h) f. All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the g. The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel September 30, 2020 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof);
h. During the period from December 31, 2019 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the Borrower’s $400,000,000 2.500% Notes due 2030 issued on June 12, 2020;
i. The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
j. The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement;
k. Upon the reasonable request of any Bank made at least ten days prior to the Effective Date, the Borrower must have provided to such Bank the documentation and each Material Subsidiaryother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in form and substance reasonably satisfactory each case at least five days prior to the Administrative AgentEffective Date;
(m) l. At least five days prior to the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Effective Date, if the Borrower and each Guarantor;qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower; and
(n) the m. The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the each Borrower, each Guarantor, the Material SubsidiariesLenders, as Guarantors, the L/C Issuer and the LendersSwing Line Lender;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) except as otherwise provided herein (including, without limitation, Section 8.29 hereof), the Administrative Agent shall have received the Collateral Documents duly executed by the Parent, the Borrowers and the Guarantors, together with, (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any first-tier Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Parent, the Borrowers and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (iv) trademark collateral agreements substantially in the form attached hereto as Exhibit J, to the extent requested by the Administrative Agent, (v) patent collateral agreements substantially in the form attached hereto as Exhibit K, to the extent requested by the Administrative Agent and (vi) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and additional insured;
(de) the Administrative Agent shall have received copies of Whitestone REIT(i) the Parent’s, the each Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, (ii) each Material Contract and any amendments thereto and (iii) the Intercompany Agreements, certified in each instance by its the Secretary or Assistant SecretarySecretary of each Borrower;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Parent’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) and, if required by its organizational documents, each Borrower’s stockholders, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Parent, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received all fees and expenses set forth in the initial fees called for by Section 2.1 hereof;
(i) the capital Fee Letter due and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory payable on or prior to the Administrative Agent, the Lenders, and the L/C IssuerClosing Date;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefinancing statement, tax, and judgment lien search results against the Property of each Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(k) the Administrative Agent shall have received financing statement (i) pay-off and federal tax lien searches against the Borrower, Whitestone REIT release letters from secured creditors of each Borrower and each Material Subsidiary evidencing setting forth, among other things, the absence total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe assets of each Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent, and (ii) satisfactory evidence that all Loans and obligations under the Existing Credit Agreement have been paid in full and all commitments thereunder have been terminated;
(l) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REITthe Parent, the each Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(m) each of the Lenders shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information requested by any such Lender (not less than ten (10) Business Days prior to the Closing Date) required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.25 hereof;
(n) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the each Borrower and each Guarantor;
(no) the Administrative Agent shall be satisfied that, after giving effect to the consummation of the initial borrowings hereunder, the aggregate principal amount of Revolving Loans then outstanding (after giving effect to any drawings thereunder on the Closing Date) shall be equal to or less than $5,000,000, plus any amounts consisting of any fees or original discount due on the Closing Date as a result of the implementation of the flex pricing provisions in the Fee Letter;
(p) the Administrative Agent shall have received such a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by a Financial Officer of GFA, as to the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to the Closing Date Acquisition;
(q) since May 31, 2012 there has not been any effect, action, development or change that, together with all other agreementseffects, instrumentsevents, documentsdevelopments or changes, certificateshas had, or would reasonably be expected to have, a Material Adverse Effect (as defined in, and opinions as interpreted in accordance with, the Administrative Agent may reasonably requestClosing Date Acquisition Agreement); and
(or) the Closing Date Acquisition shall have been consummated, or substantially simultaneously with the initial borrowings under this Agreement, shall be consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement and all other material agreements, instruments and documents related thereto, after giving effect to any modifications, amendments, consents or waivers by the Parent thereto, other than those that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, consent or waiver to the definition of Material Adverse Effect (as defined in, and interpreted in accordance with, the Closing Date Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders), including, without limitation, any such modifications effected through disclosure schedules, in each case without the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed). Notwithstanding anything contained herein or in the other Loan Documents or any other letter agreement or other undertaking concerning the Loan Documents to the contrary:
(i) the only representations and warranties relating to the Target the making of which shall be a condition to the availability of the initial Credit Event hereunder on the Closing Date shall be (A) the representations and warranties made by Target in the Closing Date Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers have the right to terminate their obligations (other than indemnity and other obligations expressed to survive any Lender termination of the Closing Date Acquisition Agreement) under the Closing Date Acquisition Agreement as a result of a breach of such representations and warranties in the Closing Date Acquisition Agreement and (B) the Specified Representations and Warranties, and
(ii) To the extent any security interest in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, the delivery of certificates evidencing equity interests in the Borrowers and the Guarantors (other than the Parent) or the filing of short form intellectual property security agreements with the United States Patent and Trademark Office or the United States Copyright Office) is not provided on the Closing Date after each Borrower’s use of commercially reasonably efforts to do so, the provision of such perfected security interests shall have received not constitute a condition precedent to the availability of the initial Credit Event on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed but in any information event not more than 90 days after Closing Date, or materials reasonably required such later date as may be agreed by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsits sole discretion).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hf) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(kg) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing that is not a Foreign Subsidiary (other than any secured creditors that hold indebtedness permitted under Section 8.7) setting forth, among other things, the absence total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe assets of the Borrower and each such Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(lh) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mi) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (CTS Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrowers and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received duly executed Collateral Documents together with (to the extent not heretofore delivered to the Administrative Agent)
(i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each applicable Credit Party (other than Parent), together with stock powers for such Collateral executed in blank and undated, (ii) patent, trademark, and copyright security agreements as the Administrative Agent shall reasonably require, (iii) deposit account and securities account control agreements as the Administrative Agent shall reasonably require with respect to accounts of Credit Parties (other than with respect to (A) the ▇▇▇▇▇ Account, which shall be delivered as provided in Section 4.2, (B) Excluded Accounts and (C) cash and Cash Equivalents consisting of proceeds of Collateral other than First Priority Collateral) and (iv) the Guaranty of each Credit Party (other than the Borrowers);
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee or additional insured, as applicable;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Credit Party’s organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary or analogous officer or manager;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Credit Party’s and each Material Subsidiary’s Board board of Directors directors (or similar analogous governing body) or supervisory board), authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sthe behalf of such Credit Party, the Borrower’s and each Material Subsidiary’s behalfas applicable, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeanalogous officer or manager;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 10 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives;
(hi) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof and all reimbursement for reasonable out-of-pocket expenses of the Administrative Agent incurred through the date hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Credit Parties evidencing the absence of Liens on its the Property of the Credit Parties except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate;
(l) the Administrative Agent shall have received a certificate with respect to the Credit Parties, duly executed and delivered by an officer of the Borrower Representative, attesting to the solvency of the Credit Parties, in conformity with the provisions of Section 6.19 and after giving effect to the Credit Events contemplated hereby, and attaching such pro forma balance sheets and other materials as may be reasonably requested by Administrative Agent;
(m) the Administrative Agent shall have received the financial statements referred to in Section 6.5 hereof, a projected Closing Date balance sheet, and projected financial statements for the three-year period following the Closing Date, all in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received fully executed copies of the Indenture, the Notes issued thereunder, the collateral documents executed and delivered in connection therewith and the Intercreditor Agreement, all in form and substance reasonably satisfactory to Administrative Agent;
(o) the Administrative Agent shall have received for each Lender the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) the Borrowers shall have repaid in full the existing Indebtedness for Borrowed Money owing to Credit Suisse and certain lenders, and Credit Suisse shall have released all of its Liens on the Property of each Credit Party;
(q) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and
(r) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.8 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone Trade Street REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone Trade Street REIT’s, ’s the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone Trade Street REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone Trade Street REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone Trade Street REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate and Compliance Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone Trade Street REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b);
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;
(p) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of Trade Street REIT, the Borrower and each Material Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of Trade Street REIT, the Borrower or any Material Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Trade Street REIT, the Borrower and each Material Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(q) the secured creditors of Trade Street REIT, the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of Trade Street REIT, the Borrower and each Subsidiary; and
(r) the Administrative Agent shall have received a Mortgage and the Required Diligence for the Initial Property.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre & ▇▇▇▇▇▇ LLP, counsel to Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lender’s duly executed Notes of other related matters as the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofAdministrative Agent may reasonably request;
(cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the The Administrative Agent shall have received copies for each Bank which has requested same such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITSeptember 30, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent2010;
(mh) During the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for period from December 31, 2009 to the Effective Date, neither Borrower and each Guarantornor any of its Subsidiaries have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(ni) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) have been satisfied;
(j) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderL▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries;
(nl) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it; and
(m) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersGuarantors;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note such Lender’s duly executed Notes of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence the Security Agreement and any other Loan Documents deliverable on the Closing Date, in each case duly executed by the Borrower and the Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding Equity Interests in the Borrower and each Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be maintained under filed against the Loan DocumentsBorrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified certified, in each instance the case of (x) articles of incorporation or comparable organizational documents, by the secretary of state of the state incorporation or formation and (y) in the case of bylaws, by its Secretary or Assistant SecretarySecretary or other appropriate officer;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, Authorized Representatives of the Borrower’s Borrower and each Material Subsidiary’s behalfGuarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeappropriate officer;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereofhereof then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date;
(i) Administrative Agent shall have received financing statement, tax, and judgment lien search results against the capital and organizational structure Property of Whitestone REIT, the Borrower and each Guarantor evidencing the absence of Liens on its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerProperty except Permitted Liens;
(j) with respect to the Lenders Existing Credit Facilities, the Administrative Agent shall have received a Closing Date Borrowing Base Certificatepay off and lien release letters from the applicable creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor and, after giving effect to the Refinancing, none of Holdings, the Borrower nor any of Subsidiaries shall have any third party Indebtedness for Borrowed Money other than (i) the Obligations and Commitments hereunder and (ii) Permitted Surviving Debt and indebtedness permitted under Section 8.7 (other than Section 8.7(b), (h), (k), (n) and (o));
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against a certificate of the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower, Whitestone REIT certifying that Holdings, the Borrower and each Material Subsidiary evidencing its Subsidiaries, taken as a whole, after giving effect to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofTransactions, are Solvent;
(l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentGuarantor specified on Schedule 7.2(l);
(m) the Administrative Agent and the Lenders shall have received a fully executed Internal Revenue Service Form W-9 for all documentation, including supporting documentation reasonably satisfactory to the Borrower Administrative Agent and each Guarantorother information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date;
(n) the Administrative Agent Borrower and Guarantor shall have received such other agreements, instruments, documents, certificates, and opinions as provided to the Administrative Agent may reasonably requestsuch information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required (a) audited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for Fiscal Years 2012 and 2013 (it being acknowledged by the Administrative Agent or that such Lender in order to assist financial statements at and for Fiscal Years 2012 and 2013 have been received), (b) unaudited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for the first fiscal quarter of Fiscal Year 2014 (it being acknowledged by the Administrative Agent that such financial statements at and for the first fiscal quarter of Fiscal Year 2014 have been received) and (c) if requested by the Administrative Agent, a pro forma consolidated balance sheet and related pro forma income statement of Parent as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 120 days prior to the Closing Date (if such period is a Fiscal Year of Parent and its Subsidiaries) or ended at least forty-five (45) days prior to the Closing Date (if such Lender period is a fiscal quarter of Parent and its Subsidiaries), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in maintaining compliance with the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); provided that (i) each such pro forma financial statement shall be prepared in good faith by the Act (as hereinafter defined) Borrower and (ii) any applicable “know your customer” or similar rules or regulationsno such pro forma financial statement shall include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)); in each case, unless otherwise expressly provided for in Section 8.25.
Appears in 1 contract
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender the favorable written opinion of ▇▇▇▇▇▇▇ Coie LLP, counsel to the Borrower and each Domestic Subsidiary, in substantially the form of Exhibit H hereto, and otherwise in form and substance satisfactory to the Required Lenders;
(b) the Administrative Agent shall have received for each Lender (i) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents, indicating the Borrower’s and each Guarantor’s authorized signers of the Loan Documents and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of the Borrower’s and each Guarantor’s Certificate of Incorporation and by-laws certified by the Secretary or other appropriate officer of the Borrower or such Guarantor;
(c) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each Guarantor and the Lenders;
(bd) if requested by any Lender, the Administrative Agent shall have received for such each applicable Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Security Agreement and the other Loan Documents Closing Date Mortgages, in form and substance satisfactory to which it is a party and the consummation of Administrative Agent, duly executed by the transactions contemplated hereby and therebyBorrower and/or the relevant Domestic Subsidiary or Domestic Subsidiaries, together with specimen signatures (i) original stock certificates or other similar instruments or securities representing all of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s issued and each Material Subsidiary’s behalf, all certified outstanding shares of capital stock or other equity interests in each instance by its Secretary or Assistant Secretary Subsidiary as required pursuant to Section 4 of this Agreement, and (ii) stock powers for the Collateral consisting of the stock or other Authorized Representativeequity interest in each Guarantor executed in blank and undated;
(f) the Administrative Agent shall have received the Intercreditor Agreement duly executed by the Administrative Agent, on behalf of and for the benefit of the Secured Parties, as the first lien creditors, and the Second Lien Agent, on behalf of and for the benefit of itself and the Second Lien Lenders, and consented to by the Borrower and the Guarantors;
(g) the Administrative Agent shall have received evidence that each of the conditions precedent to the effectiveness of the Second Lien Credit Agreement shall have been satisfied or shall have been waived in writing by the Second Lien Lenders and the Administrative Agent shall have received a copy of each of the Second Lien Related Documents, duly executed by each of the parties thereto and in form and substance satisfactory to the Administrative Agent and the Required Lenders;
(h) the Administrative Agent shall have received evidence of insurance (including flood insurance that is in compliance with applicable law) required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee, loss payee and additional insured;
(i) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (Guarantor, dated no earlier than 30 days prior to the date hereof) hereof from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gj) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hk) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof[Intentionally omitted];
(il) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer[Intentionally omitted];
(jm) the Lenders shall have received a Closing Date Borrowing Base Certificate[Intentionally omitted];
(kn) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(lo) the Administrative Agent shall have received a written opinion for the account of counsel the Lenders such other agreements, instruments, resolutions, documents (including documents relating to Whitestone REITtax and regulatory matters), certificates, information and opinions as the Administrative Agent may reasonably request;
(p) [Intentionally omitted];
(q) the Administrative Agent shall have received audited annual consolidated and consolidating financial statements and quarterly unaudited consolidated and consolidating financial statements (including in each case consolidated and consolidating balance sheets and consolidated and consolidating statements of income and cash flows) of the Borrower for the three consecutive fiscal years ended August 31, 2011, August 31, 2012, and August 31, 2013, projected financial statements for the fiscal years ending August 31, 2014, August 31, 2015, August 31, 2016, August 31, 2017, August 31, 2018, August 31, 2019 and August 31, 2020, and a closing balance sheet adjusted to give effect to the initial Credit Events hereunder, each Material Subsidiaryin form and substance acceptable to the Administrative Agent;
(r) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower, any of its Subsidiaries or any Guarantor from that reflected in the Borrower’s audited financial statements for the fiscal year ended August 31, 2013 shall have occurred;
(s) the Administrative Agent shall have received for itself and for the Lenders the initial fees owed to them;
(t) the Administrative Agent shall have received, in respect of each Closing Date Mortgaged Property:
(i) a copy of the most recent survey of such Closing Date Mortgaged Property, in form and substance acceptable to the Administrative Agent, prepared by a licensed surveyor and stating whether or not any portion of the same is in a federally designated flood hazard area;
(ii) copies of the most recent environmental questionnaire and EDR report for such Closing Date Mortgaged Property concerning the environmental hazards and matters with respect to the same, which questionnaire and report shall be in form and substance acceptable to the Administrative Agent;
(iii) a certificate indicating whether any portion of such Closing Date Mortgaged Property is in a federally designated flood hazard area;
(iv) a mortgagee policy of title insurance in the form reasonably satisfactory to the Administrative Agent and issued by First American Title Insurance Company, insuring the validity and first-priority of the Liens created under the Closing Date Mortgage with respect to such Closing Date Mortgaged Property, for and in amounts and containing such endorsements and affirmative coverage reasonably satisfactory to the Administrative Agent, subject only to such exceptions as are reasonably satisfactory to the Administrative Agent;
(mv) to the extent reasonably necessary under applicable law, for filing in the appropriate county land office, a Uniform Commercial Code financing statement covering fixtures located at such Closing Date Mortgaged Property, which financing statement shall be appropriately completed; and
(vi) the written opinion of counsel to the Borrower or the relevant Domestic Subsidiary in the state in which such Closing Date Mortgaged Property is located regarding the Lien of the Closing Date Mortgage with respect to the same and such other matters as the Administrative Agent shall reasonably request, and otherwise in form and substance reasonably satisfactory to the Required Lenders;
(u) the Borrower shall have paid the Administrative Agent all reasonable, actual out-of-pocket fees and expenses of counsel to the Administrative Agent for which an invoice has been submitted to the Borrower;
(v) the Administrative Agent shall have received evidence (including payoff letters and applicable lien releases) that, upon the initial Credit Event hereunder, the Borrower shall have repaid in full all “Obligations” (as such term is defined in the Existing Credit Agreement) under the Existing Credit Agreement and all other amounts owing or secured by the liens thereunder;
(w) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;Guarantor (or any similar form for each foreign entity) and the Administrative Agent and the Lenders all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and AML Laws, including the USA PATRIOT Act and the Executive Order; and
(nx) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, from the Borrower written instructions as to the disbursement and opinions as application of the Administrative Agent may reasonably request; and
(o) proceeds of the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsinitial Loans made hereunder.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a1) the Administrative Agent The Lender shall have received this Agreement duly executed by the Borrowerfavorable written opinion of ▇▇▇▇ ▇▇▇▇▇, Vice President and General Counsel, counsel to each Borrower in substantially the Material Subsidiaries, form attached hereto as Guarantors, and the LendersExhibit C hereto;
(b2) if requested by any Lender, the Administrative Agent The Lender shall have received for such Lender such Lender’s duly executed Notes with respect to each Borrower copies of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(ci) the Administrative Agent shall have received evidence Articles of insurance required to be maintained under the Loan Documents;
Incorporation, together with all amendments and (dii) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(e3) the Administrative Agent The Lender shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f4) The Borrowers shall have delivered to the Lender a duly executed original of (i) this Agreement, (ii) the Administrative Agent shall have received copies of Note, in exchange for the certificates of good standing for Whitestone REITUS$5MM Note, the (iii) ISDA Master Agreements executed by each Borrower and BMC, each Material Subsidiary (dated no earlier than 30 days prior in form and substance satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationLender;
(g5) the Administrative Agent The Lender shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives of the Borrowers;
(h6) All reasonable legal matters incident to the Administrative Agent shall have received execution and delivery, of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerLender;
(j7) The Lender shall have received evidence to its satisfaction, including UCC search results, that there are no Liens on the Lenders assets of the Borrowers except those permitted by Section 7.9;
(8) The Lender shall have received a Closing Date Borrowing Base Certificatetrue and correct copy of the ▇▇▇▇/▇▇▇▇▇ Joint Venture Agreement, which shall evidence that BMA has a 50% equity interest in the ▇▇▇▇/▇▇▇▇▇ Project and a 50% interest in the net surplus of such joint-venture);
(k9) the Administrative Agent The Lender shall have received financing statement and federal tax lien searches against evidence acceptable to the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Lender that there are no Liens on its any Property except for Permitted relating to the ▇▇▇▇/▇▇▇▇▇ Project or gold delivered to the Lender in connection with Hedging Agreements or on BMAs interest relating to or under the ▇▇▇▇/▇▇▇▇▇ Joint Venture Agreement, other than Liens or as otherwise permitted by described in Section 8.8 hereof;7.9.
(l10) the Administrative Agent The Lender shall have received a written opinion true and correct copy of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentMine Operating Plan;
(m11) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any The Lender shall have received any information or materials reasonably required by payment of the Administrative Agent or such Lender facility fee in order an amount equal to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.$17,500;
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing (or comparable status) for Whitestone REIT, the Borrower and each Material Domestic Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hf) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ig) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure financial condition of Whitestone REIT, the Borrower and its Subsidiaries Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(h) the Administrative Agent shall be have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each Domestic Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(i) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower and each Domestic Subsidiary, in form and substance satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;for each Lender the historical financial audits, the interim financial statements and the five-year projections of the Borrower, each in form and substance satisfactory to the Administrative Agent; and
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Plexus Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries, as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (limited to certificated interests, if any, and in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 12.1) as of the Closing Date, (ii) stock powers executed in blank and undated and voting proxies for the Collateral consisting of the stock or other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent, (vi) Collateral Access Agreements to the extent requested by the Administrative Agent, and (vii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation (in each case recently certified by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(ik) the capital and organizational structure of Whitestone REIT, the Borrower Loan Parties and its their Subsidiaries shall be satisfactory to the Administrative Agent, Agent and the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent aggregate surety bonding availability under the terms and conditions of the Bonding Agreements shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably be satisfactory to the Administrative Agent;
(m) each Lender shall have received (i) audited financial statements and unaudited monthly financial statements (including an income statement, a balance sheet, and a cash flow statement) of the Loan Parties for the prior three (3) years, including unaudited monthly financial statements for the period ended September 30, 2020, three (3) year projected financial statements, and a closing balance sheet adjusted to give effect to the transaction in form and substance reasonably acceptable to the Administrative Agent and certified to by a Financial Officer of the Borrower;
(n) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since September 30, 2020, no Material Adverse Effect has occurred; (iii) attached thereto are true, correct and complete copies of the Surety’s General Indemnity Agreement and all Bonding Agreements the Loan Parties are a party to on the Closing Date, which Surety’s General Indemnity Agreement and Bonding Agreements shall be in form and substance satisfactory to the Administrative Agent; and (iv) attached thereto is a true, correct and complete schedule of all Bonds outstanding on the Closing Date;
(o) the Administrative Agent shall have received (x) financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8 and (y) evidence that the collateral description in that certain UCC-1 financing statement naming “▇▇▇▇▇ Fargo Equipment Finance, Inc.” as Secured Party and “Shimmick Construction Company, Inc.” as Debtor, with filing number 17-7575236275, has been amended to cover only specific items of equipment, in form and substance satisfactory to the Administrative Agent;
(p) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of Indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(q) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party (except as provided for in Section 8.26), in form and substance satisfactory to the Administrative Agent;
(r) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.20; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorother Loan Party;
(ns) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; and
(t) the Administrative Agent shall have received, sufficiently in advance of the Closing Date, the results of background checks on management, Oroco Capital, LLC and its managing partners; and
(u) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) . For purposes of determining compliance with the conditions specified above, the Administrative Agent and any each Lender shall have received any information or materials reasonably be deemed to be satisfied with each document and each other matter required by to be satisfactory to such Lender unless, prior to the Closing Date, the Administrative Agent or such Lender in order delivers a notice to assist the Borrower specifying the Administrative Agent Agent’s or such Lender’s objections and any such Lender in maintaining compliance with (i) has not made available its pro rata share of any borrowing scheduled to be made on the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Shimmick Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PLLP, counsel to the Material Subsidiaries, as Guarantors, Borrower in form and substance acceptable to the LendersBanks;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for each Credit Party, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Lender Credit Party's jurisdiction of incorporation and (ii) such Lender’s Credit Party's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of each Credit Party's Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received (i) sufficient copies for each bank of duly executed Notes originals of the Credit Documents (other than the Notes) and (ii) for each Bank such Bank's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.11 hereof;
(ce) The Agent shall have received for each Bank a list of the Administrative Borrower's Authorized Representatives, a Borrowing Base Confirmation showing the Borrowing Base as of not earlier than June 30, 1998 and such other documents as any Bank may reasonably request;
(f) The Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation termination of the transactions contemplated hereby and therebyCredit Agreement dated as of May 15, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, 1997 between the Borrower and each Material Subsidiary Firstar Bank of Minnesota, National Association, (dated no earlier than 30 days prior except for the provisions relating to the letters of credit issued thereunder and outstanding on the date hereofhereof which letters of credit may remain outstanding on an unsecured basis and shall not be deemed letters of credit issued under this Agreement) from and the office Security Agreement, the Stock Pledge Agreement, the Guaranty and the Third Party Security Agreement, relating thereto and the termination of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;Liens existed thereunder; and
(g) All legal matters incident to the Administrative Agent shall have received a list execution and delivery of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Banks and each of the Agent, the Lenders, Documentation Agent and the L/C Issuer;
(j) the Lenders shall have Banks has received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement all fees and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted other amounts due payable by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to on or before the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsEffective Date.
Appears in 1 contract
Sources: Credit Agreement (Transport Corporation of America Inc)
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its US.55648218.03 obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(e) The Administrative Agent shall have received a duly executed set of the Credit Documents;
(f) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks;
(g) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2014;
(h) During the period from December 31, 2014 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(i) The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) the hereof have been satisfied;
(j) The Administrative Agent shall have received evidence of insurance required reasonably satisfactory to be maintained under it that the Loan Documents;
(d) the Administrative Agent Existing Credit Agreement shall have received copies of Whitestone REIT’s, the Borrower’s been terminated and each Material Subsidiary’s articles of incorporation canceled and bylaws all indebtedness (or comparable organizational documentsincluding interest and fees and other obligations) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent thereunder shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors been fully repaid (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior except to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received extent being so repaid with the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base CertificateLoans hereunder);
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(ol) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of the Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s ▇▇▇▇▇▇ and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received (i) copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary), or (ii) a certification by an authorized officer of AF REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary) that such organizational documents have not been amended or otherwise modified since true, correct and complete certified copies were last delivered to the Administrative Agent and each such organizational document remains in full force and effect as of the certification date;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate);
(j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base copy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2020 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2022, December 31, 2023, and December 31, 2024, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) a Compliance Certificate, each in form and substance reasonably acceptable to the Administrative Agent;
(k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2020, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;
(l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);
(no) each “Lender” under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement that is not a Lender hereunder (each an “Exiting Lender”) shall have executed this Agreement on the Closing Date as an Exiting Lender, and (B) the Administrative Agent shall have received such other agreements, instruments, documents, certificatesaggregate unpaid principal amount of “Revolving Loans” (under, and opinions as defined in, the Administrative Agent Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting Lenders thereunder as of the Closing Date, shall be repaid in full (which repayment may reasonably requestbe from the proceeds of Loans made by the Lenders hereunder); and
(op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Revolving Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received duly executed Collateral Documents together with (to the extent not heretofore delivered to the Administrative Agent)
(i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing the amount of issued and outstanding shares of capital stock or other equity interests of each Loan Party pledged hereunder, together with stock powers for such Collateral executed in blank and undated, (ii) patent, trademark, and copyright security agreements as the Administrative Agent shall reasonably require, and (iii) subject to Section 4.2 hereof, deposit account and securities account control agreements as the Administrative Agent shall reasonably require;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee or additional insured, as applicable;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Loan Party’s organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary or analogous officer or manager;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar analogous governing bodyboard) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalfbehalf of such Loan Party, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeanalogous officer or manager;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 10 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof and all reimbursement for expenses of the Administrative Agent incurred through the date hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Loan Parties evidencing the absence of Liens on its the Property of the Loan Parties except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate;
(l) the Administrative Agent shall have received a written opinion certificate with respect to the Loan Parties, duly executed and delivered by an officer of counsel the Borrower, attesting to Whitestone REIT, the Borrower and each Material Subsidiarysolvency of the Loan Parties, in form conformity with the provisions of Section 6.19 and substance reasonably satisfactory after giving effect to the Administrative Agentinitial Loan advances contemplated hereby;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 Borrowing Base Certificate showing the computation of the Borrowing Base in reasonable detail as of the close of business not earlier than 5 days prior to the initial Credit Event hereunder; and such Borrowing Base Certificate shall reflect that (i) assuming the payment in full by the Loan Parties of all accounts payable of such Loan Parties that are aged more than 90 days past invoice date or, if later, more than 60 days past the applicable due date, if so stated, and (ii) after the initial Loans have been made hereunder, the initial Letters of Credit have been issued hereunder, all closing costs in connection with the transaction contemplated hereby have been paid (or if accrued, treated as paid) and all Indebtedness for Borrowed Money of the Borrower and each GuarantorLoan Parties to the Existing Lender has been repaid in full, Excess Availability is at least the Minimum Required Excess Availability Amount;
(n) the Administrative Agent shall be satisfied that since March 31, 2010, there has been no change in the financial condition of any Loan Party which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect;
(o) the Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and
(p) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries (other than Excluded Subsidiaries), as Guarantors, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 13.1) as of the Closing Date; (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate3.1;
(k) each Lender shall have received (i) five-year projected financial statements in form and substance consistent with the projected financial statements delivered in connection with the Existing Credit Agreement and reasonably acceptable to the Administrative Agent shall have received financing statement and federal tax lien searches against certified to by a Financial Officer of the Borrower and (ii) a certificate, in form and substance reasonably acceptable to the Administrative Agent executed by a Financial Officer of the Borrower, Whitestone REIT setting forth the calculation of the Total Leverage Ratio based on Adjusted EBITDA for the twelve months immediately preceding the Closing Date and each Material Subsidiary evidencing Total Funded Debt outstanding on the absence of Liens Closing Date after giving effect to the Loans extended on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe Closing Date hereunder;
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(m) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than 5 Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLoan Party.
Appears in 1 contract
Sources: Credit Agreement (Envestnet, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit EventEvent on the Closing Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the each Borrower, each Guarantor, the Material SubsidiariesLenders, as Guarantors, the L/C Issuer and the LendersSwing Line Lender;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) except as otherwise provided in Section 8.28 hereof, the Administrative Agent shall have received the Collateral Documents duly executed by the Parent, the Borrowers and the Guarantors, together with, (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (65% of such voting capital stock in the case of any first-tier Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) original promissory notes representing intercompany debt owed to any Borrower or any Guarantor, together with endorsements with respect thereto executed in blank and undated, (iv) UCC financing statements to be filed against the Parent, the Borrowers and each other Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (v) a Trademark Collateral Agreement substantially in the form attached hereto as Exhibit J, (vi) a Patent Collateral Agreement substantially in the form attached hereto as Exhibit K and (vii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and additional insured;
(de) the Administrative Agent shall have received copies of Whitestone REIT(i) the Parent’s, the each Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its the Secretary or Assistant SecretarySecretary of each of the Parent and the Borrowers, (ii) each Material Contract and any amendments thereto and (iii) the Intercompany Agreements;
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Parent’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) and, if required by its organizational documents, each Borrower’s stockholders, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Parent, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state or commonwealth, as applicable, of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received all fees and expenses set forth in the initial Fee Letter and the Engagement Letter due and payable on or prior to the Closing Date, including reasonable and invoiced legal fees called for by Section 2.1 hereofand expenses of counsel to the Administrative Agent to the extent set forth in the Engagement Letter;
(i) the capital Administrative Agent shall have received financing statement, tax, and organizational structure judgment lien search results against the Property of Whitestone REIT, the each Borrower and each Guarantor evidencing the absence of Liens on its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerProperty except as permitted by Section 8.8 hereof;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate(i) pay-off and lien release letters from secured creditors of each Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of each Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent, and (ii) satisfactory evidence that all Loans and obligations under the Existing Credit Agreement have been paid in full and all commitments thereunder have been terminated and that all liens with respect thereto have been terminated and released;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REITthe Parent, the each Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(l) each of the Lenders shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information requested by any such Lender (not less than five (5) Business Days prior to the Closing Date) required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 13.25 hereof;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the each Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreementsbe satisfied that, instrumentsafter giving effect to the consummation of the initial borrowings hereunder, documents, certificates, and opinions as the Administrative Agent may reasonably request; andaggregate principal amount of Revolving Loans then outstanding (after giving effect to any drawings thereunder on the Closing Date) shall be equal to or less than 10,000,000;
(o) the Administrative Agent and any Lender shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by a Financial Officer of GFA, as to the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to the consummation of the Transactions on the Closing Date; and
(p) since December 31, 2012 there has not been any information effect, action, development or materials change that, together with all other effects, events, developments or changes, has had, or would reasonably required by the Administrative Agent or such Lender in order be expected to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationshave, a Material Adverse Effect.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, any Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received the Mortgages, Security Agreement and Pledge Agreement duly executed, as appropriate, by the Borrower and each Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.1 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent reasonably requested by the Administrative Agent, and (v) deposit account and securities account control agreements to the extent reasonably requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material or such Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization, provided that, to the extent that (i) the Borrower has not delivered a Colorado good standing certificate for Lincoln Technical Institute, Inc. prior to the initial Credit Event or (ii) any other good standing certificates delivered are dated more than 30 days prior to the Closing Date, the Borrower undertakes and agrees to deliver to the Administrative Agent within 15 days of the Closing Date the applicable good standing certificates dated no earlier than February 1, 2005 with respect to each of such Persons;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the initial Lenders the fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall hereof which are to be satisfactory paid on or prior to the Administrative Agent, the Lenders, and the L/C IssuerClosing Date;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatemortgagee’s title insurance policy (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company reasonably acceptable to the Administrative Agent in the aggregate amount of $32,698,000 insuring the Lien of the Mortgage on the Borrower’s real property located in Cincinnati, Ohio, Indianapolis, Indiana and Nashville, Tennessee to be a valid first priority Lien subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may reasonably require;
(k) the Administrative Agent shall have received financing statement been provided (x) copies of all environmental assessments (other than those delivered to the Administrative Agent in connection with the Existing Credit Agreement) that are in the possession of the Borrower or any of its Subsidiaries relating to the parcels of real property subject to the Lien of the Mortgages and federal tax lien searches against (y) a Phase I environmental assessment reasonably satisfactory in form and substance to the BorrowerAdministrative Agent of the real property located in Cincinnati, Whitestone REIT and each Material Subsidiary evidencing Ohio subject to the absence Lien of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe Mortgages;
(l) the Administrative Agent shall have received surveys in form and substance reasonably acceptable to the Administrative Agent prepared by licensed surveyors on each parcel of real property located in Nashville, Tennessee and Cincinnati, Ohio subject to the Liens of the Mortgages, which surveys shall also state whether or not any portion of the real property is in a federally designated flood hazard area;
(m) each Lender shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit E containing compliance calculations of the financial covenants as of September 30, 2004, and satisfactory results of regulatory and collateral audits) in order to satisfy itself as to the financial condition of the Borrower and the Subsidiaries, and the lack of material contingent liabilities of the Borrower and the Subsidiaries;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(o) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an authorization for the Administrative Agent to file UCC termination statements and an undertaking to cause to be delivered to the Administrative Agent any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(p) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiarythe Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;
(mq) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 evidence satisfactory to it that the Adjusted EBITDA of the Borrower, with any adjustments thereto being acceptable to the Administrative Agent, for the Borrower and each Guarantortwelve months ending on September 30, 2004 was not less than $35,000,000;
(nr) the Lenders shall be satisfied with the Borrower’s capital structure and with the terms and conditions of any agreements relating thereto;
(s) the Borrower shall have opened one or more operating accounts at ▇▇▇▇▇▇ Trust and Savings Bank;
(t) each Lender shall have received all documentation and other information reasonably requested by it and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; and
(u) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent or any Lender may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Lincoln Educational Services Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Borrower, and (ii) General Counsel to the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofBorrower;
(cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’sBorrower's (i) Articles of Incorporation, the Borrower’s together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Secretary;
(d) The Administrative Agent shall have received for each Bank such Bank's duly executed Note of Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof;
(e) The Administrative Agent shall have received for each Bank a duly executed original of (i) this Agreement, and (ii) a list of Borrower's Authorized RepresentativeRepresentatives;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior All legal matters incident to the date hereof) from execution and delivery of both the office of Credit Documents and the secretary of 3-Year Credit Documents shall be satisfactory to the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the The Administrative Agent shall have received a list duly executed original of the Borrower’s Authorized RepresentativesFee Letter;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITJune 30, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent2001;
(mi) With the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for exception of the $140,000,000 Wygen synthetic lease transactionand the Guaranty issued in connection with the TLS Investors acquisition pursuant to which the Borrower and each Guarantorhas provided a Guaranty in the amount of $15,000,000, neither Borrower nor any of its Subsidiaries shall have, during the period from May 7, 2001 to the Effective Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(nj) The Borrower shall have provided a certificate stating that (i) the US Bank Credit Agreements, the ▇▇▇▇▇ Fargo Credit Agreement and the ABN AMRO Credit Agreement have been terminated, or will be terminated concurrently with the first Borrowing of Loans hereunder, and (ii) the conditions set forth precedent set forth in this Section 6.1 have been satisfied; and
(k) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventRestatement Effective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel June 30, 2016 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof);
(h) During the period from December 31, 2015 to the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than $250 million 2.500% Senior Notes due 2019 and $300 million 3.950% Senior Notes due 2026 issued on January 13, 2016 pursuant to that certain Indenture, dated May 21, 2003, between the Borrower and each Material Subsidiary▇▇▇▇▇ Fargo Bank, in form National Association, as trustee (as amended and substance reasonably satisfactory supplemented from time to time);
(i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(mj) the Administrative Agent The Borrower shall have received a fully executed Internal Revenue Service Form W-9 for prepaid the Borrower and each Guarantor;Existing Loans in an amount such that after giving effect thereto, the outstanding aggregate principal amount of the Existing Loans immediately prior to the Restatement Effective Date is $100,000,000; and
(nk) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligations of the Lenders to make the initial Term Loans and Revolving Loans and of the Issuing Bank to issue Letters of Credit Eventhereunder, in each case on the Effective Date, are subject only to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent shall have received (which may include telecopy or electronic transmission of a signed signature page of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(bAgreement) if requested by any Lender, the Administrative Agent shall have received for that such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance party has signed a counterpart of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(fii) the Administrative Agent shall have received duly executed copies of the certificates of good standing for Whitestone REITLoan Documents and the other certificates, documents, instruments and agreements described in the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REITclosing documents attached as Exhibit E-1, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent;.
(mb) the The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Sidley Austin LLP, counsel for the Borrower, as are customary for transactions of this type, and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower and each Guarantor;hereby requests such counsel to deliver such opinion.
(nc) The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the two most recent Fiscal Years ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for the quarterly periods ended March 31, 2018 and June 30, 2018.
(d) Each Regulated Insurance Company (other than (i) those Regulated Insurance Companies that do not have an A.M. Best Company financial strength rating and (ii) those Regulated Insurance Companies that (x) have an A.M. Best Company financial strength rating and (y) were acquired within one year prior to the Effective Date) shall have an A.M. Best Company financial strength rating of at least “A-”.
(e) The Administrative Agent shall have received (x) such other agreementsofficer’s certificates, instrumentsresolutions, documents, borrowing requests and good standing certificates, and opinions documents and other instruments relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, as are customary for transactions of this type as further described in the list of closing documents attached as Exhibit E-1 and (y) a solvency certificate in the form attached hereto as Exhibit E-2.
(f) The Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received evidence satisfactory to it that the Existing Credit Facility shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any information or materials reasonably required by the and all liens thereunder shall have been terminated.
(g) The Administrative Agent or such Lender in order shall have received, at least three (3) Business Days prior to assist the Administrative Agent or such Lender in maintaining compliance with Effective Date, (i) all documentation and other information regarding the Act (as hereinafter defined) and (ii) any Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) Business Days prior to the Effective Date and (ii) to the extent (x) the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and (y) any Lender has requested in a written notice to the Borrower at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower.
(h) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including to the extent invoiced and presented to the Borrower at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(i) The Administrative Agent shall have received evidence reasonably satisfactory to it (it being understood that a certificate of an officer of the Borrower as to the satisfaction of such conditions shall be deemed to constitute satisfactory evidence) that:
(A) the Merger shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by the Borrower that is materially adverse to the interests of the Lenders (in their capacities as such), unless such amendment, waiver, consent or other modification has been approved by the Administrative Agent;
(B) any consent or approval of, completion of any registration or filing with, and any other action by, any Governmental Authority, required in connection with the consummation of the Transactions by Borrower shall have been received and be in full force and effect; and
(C) since March 1, 2018, there shall not have occurred any “Material Adverse Effect” (as defined in the Merger Agreement as in effect on August 27, 2018).
(j) The Administrative Agent shall have received evidence reasonably satisfactory to it (it being understood that a certificate of an officer of the Borrower as to the satisfaction of such conditions shall be deemed to constitute satisfactory evidence) that:
(A) the Specified Representations and the Specified Merger Representations shall be true and correct in all material respects as of the Effective Date (except, in the case of any such representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation qualified by or subject to “material adverse effect,” “material adverse change” or similar rules term or regulationsqualification shall be true and correct in all respects (after giving effect to any such qualification or materiality threshold); and
(B) at the time of and immediately after giving effect to the initial Borrowing and the initial issuance of Letters of Credit, as applicable, on the Effective Date, no Default or Event of Default shall have occurred and be continuing. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement on the Effective Date shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lenders. For the avoidance of doubt, there is no representation or warranty (other than the Specified Representations and Specified Merger Representations) the making or accuracy of which is a condition to any Borrowing that occurs on the Effective Date, or otherwise any condition precedent (other than as expressly set forth in this Section 4.01) directly or indirectly relating to the Borrower or any of its Subsidiaries, the satisfaction of which is a condition precedent to any Borrowing that occurs on the Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Amtrust Financial Services, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by for each Bank the favorable written opinions of Free▇▇▇▇ & ▇ete▇▇, ▇▇unsel to the Borrower, in substantially the Material Subsidiaries, form attached hereto as Guarantors, and the LendersExhibit G;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank copies of the Borrower dated the date hereof and otherwise in compliance with the provisions Borrower's Certificate of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation Incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which the State of Illinois where it is qualified to do business as a foreign corporation or organizationcorporation;
(e) the Agent shall have received for each Bank such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.17 hereof;
(f) the Agent shall have received for each Bank a list of the Borrower's Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Banks the initial fees fees, if any, called for by Section 2.1 hereof;
(ih) the capital and organizational structure Agent shall have received from the Borrower evidence that the Credit Agreement dated as of Whitestone REITNovember 10, 1995 between the Borrower and its Subsidiaries the lenders party thereto has been terminated and, in the case of any loans or letters of credit outstanding thereunder, all such loans have been or will be repaid in full and all such letters of credit shall be terminated on or prior to the initial Borrowing hereunder; and
(i) all legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 1 contract
Initial Credit Event. Before Each Bank's initial Disbursement is subject to, in addition to the applicable conditions contained in Section 6.2, (i) the satisfaction on or concurrently with before the initial Credit Eventdate of such Disbursement of the following conditions precedent, each of which shall be satisfactory in form and substance to Agent:
(a) the Administrative The Agent shall have received (i) for each Bank the favorable written opinion of counsel to the Borrower in substantially the form attached hereto as Exhibit C and (ii) all fees payable on or prior to such date pursuant to this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersFee Letter;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Certificate of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified by its Secretary or Assistant Secretary;
(d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.11(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request;
(f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks;
(g) the Administrative The Agent shall have received a list certificate by the chief financial officer, treasurer or corporate controller of the Borrower’s Authorized Representatives;, stating that (i) on the date of such Disbursement no Default or Event of Default has occurred and is continuing and (ii) that all proceeds of the Loans will be used to pay for costs incurred in connection with the acquisition of certain generating assets from Conectiv and for other general corporate purposes; and
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure The long-term Rating of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agentat least BBB- by Standard & Poor's Rating Services and Baa3 by Moo▇▇'▇ ▇▇vestor Services, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.Inc..
Appears in 1 contract
Sources: Credit Agreement (NRG Energy Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBanks;
(b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) Agent shall have received a reaffirmation and/or supplements to the Administrative Guaranty Agreement, the Security Agreement and the Pledge Agreement, duly executed by each Material Subsidiary, together with (i) to the extent not heretofore delivered to the Agent, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement (other than Block Vision of Texas, Inc., Vision Insurance Plan of America, Inc., Vision Twenty-One Surgery Center, Ltd., and Vision Twenty-One Surgery Center-Largo, Ltd.), (ii) to the extent not heretofore delivered to the Agent, stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary (other than Block Vision of Texas, Inc., Vision Insurance Plan of America, Inc., Vision Twenty-One Surgery Center, Ltd., and Vision Twenty-One Surgery Center-Largo, Ltd.), each to be executed in blank and undated, and (iii) to the extent not heretofore delivered to the Agent, UCC financing statements to be filed against the Borrower, and each Material Subsidiary, as debtor, in favor of the Agent, as secured party;
(d) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee;
(de) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and of each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each such Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representativescorporation;
(h) the Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives;
(i) the Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof;
(ij) each Bank shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the capital and organizational structure form attached hereto as Exhibit H containing compliance calculations of Whitestone REITthe financial covenants as of March 31, 1998) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the LendersSubsidiaries, and the L/C Issuer;
(j) lack of material contingent liabilities of the Lenders shall have received a Closing Date Borrowing Base Certificate;Borrower and its Subsidiaries; and
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Bank the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material Subsidiaryits Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with Prior to the initial first Credit EventEvent hereunder:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the favorable written opinion of McDa▇▇ ▇. ▇▇▇▇▇, ▇▇I, Vice President, Secretary and General Counsel of the Borrower, in substantially the Material Subsidiaries, form attached hereto as GuarantorsExhibit C, and otherwise in form and substance satisfactory to the LendersBanks;
(b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly each Bank copies (executed Notes or certified as may be appropriate) of the Borrower dated the date hereof and otherwise all legal documents or proceedings taken in compliance connection with the provisions Borrower's execution and delivery of Section 1.10 hereofthis Agreement and the Notes to the extent the Agent or the Required Banks may reasonably request;
(c) the Administrative The Agent shall have received evidence for the Banks a certificate from the Borrower's Secretary or Assistant Secretary confirming that the Borrower's Certificate of insurance required Incorporation and bylaws have not been amended since December 18, 1995 and that true and correct copies of such Certificate of Incorporation and bylaws, as amended and currently in effect, were delivered pursuant to be maintained under Section 6.1(c) of the Loan DocumentsOriginal Credit Agreement;
(d) the Administrative The Agent shall have received copies from the Borrower a list of Whitestone REIT’s, the Borrower’s its Authorized Representatives and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s its Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with a certification of the incumbency and specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates officers of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens executing Credit Documents on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably requestbehalf; and
(oe) MART▇ ▇▇▇ll have repaid all Obligations it owes under the Administrative Agent and any Lender Original Credit Agreement, except that fees accrued under Section 2 of the Original Credit Agreement that are not due on the Effective Date shall have received any information or materials reasonably required be payable by the Administrative Agent or Borrower hereunder on the same date(s) such Lender fees would have been payable under the Original Credit Agreement if it had remained in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationseffect.
Appears in 1 contract
Sources: Credit Agreement (Allen Group Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes copies of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(ci) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the BorrowerCompany’s and each Material SubsidiaryGuarantor’s (other than CTS BV) articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;Secretary and (ii) CTS BV’s deed of incorporation (akte van oprichting), articles of association (statuten) and an up-to-date extract of the Trade Register of the Dutch Chamber of Commerce relating to CTS BV, certified in each instance by its Authorized Officer.
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s (i) Board of Directors (or similar governing body) and (ii) in the case of CTS BV, shareholder(s), in each case authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other or, with respect to CTS BV, by its Authorized RepresentativeOfficer;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing (to the extent relevant) for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization organization;
(e) the Administrative Agent shall have received a certificate in the form attached as Exhibit F hereto signed by the chief financial officer of the Company or another officer of the Company reasonably acceptable to the Administrative Agent confirming that the Company’s Leverage Ratio is less than 2.0 to 1.0, calculated for the twelve-month period ended September 30, 2018;
(f) the Administrative Agent shall have received for the Company and of each state its Subsidiaries consolidated audited financial statements and unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) for the prior three years through the fiscal year ended December 31, 2017, five-year projected financial statements, and a closing balance sheet adjusted to give effect to the transactions to occur on the Closing Date in which it is qualified form and substance acceptable to do business as a foreign corporation or organizationthe Administrative Agent;
(g) the Administrative Agent shall have received for each Lender a list of the BorrowerCompany’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the each Borrower and each Material SubsidiaryDomestic Guarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mj) The Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act;
(k) At least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (CTS Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event, or immediately upon the effectiveness of the Merger (as defined in the Purchase Agreement), with respect to the execution and delivery by the Target under clauses (a), (c), (d), (e), (f) and (j) below, and delivery of opinions regarding the Target under clause (w) below:
(a) the Administrative Agent shall have received this the Security Agreement duly executed by the BorrowerBorrower and the Guarantors, together with UCC financing statements to be filed against the Material SubsidiariesBorrower and the Guarantors, as Guarantorsdebtors, and in favor of the LendersAdministrative Agent, as secured party;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note, such Lender’s duly executed Notes Note of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received evidence certificates of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable;
(d) receipt by the Administrative Agent shall have received copies of Whitestone REIT’sa certificate (the “Closing Certificate”), dated the Borrower’s Closing Date signed by a chief financial officer or other authorized officer of each Obligor, to the effect that, to his knowledge, (i) no Default has occurred and each Material Subsidiary’s articles is continuing on the Closing Date and (ii) the representations and warranties of incorporation the Obligors contained in Section 5 are true and bylaws correct (or, in the case of any representation or comparable organizational documentswarranty not qualified as to materiality, true and correct in all material respects) on and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryas of the Closing Date;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Organization Documents, certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to that will execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalfbehalf and are authorized to do so, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent;
(fg) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for required by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer2.13;
(j) the Lenders Administrative Agent shall have received certification from the Borrower’s Chief Financial Officer or other officer of the Borrower acceptable to the Administrative Agent of the Solvency of the Borrower and the Guarantors on a Closing Date Borrowing Base Certificateconsolidated basis and certifications from officers of the Borrower and each Guarantor acceptable to the Administrative Agent of the Solvency of each such Person individually, in each instance after giving effect to the AIC Purchase and the initial Credit Event;
(k) the Administrative Agent shall have received financing statement an executed copy of the Purchase Agreement (together with all schedules, exhibits and federal tax lien searches against amendments thereto) certified by an officer of the BorrowerBorrower as being a true, Whitestone REIT correct and each Material Subsidiary evidencing complete copy thereof and the absence of Liens on its Property except aggregate purchase price for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe AIC Purchase shall not exceed $40,000,000;
(l) any changes to the Purchase Agreement, or waivers of any terms of the Purchase Agreement, shall be reasonably acceptable to the Administrative Agent in form and substance;
(m) the conditions precedent in the Purchase Agreement for the closing of the Merger (as defined in the Purchase Agreement) shall have been satisfied and shall remain satisfied on the Closing Date, subject only to the filing of the articles of merger with the Secretary of State of the State of Minnesota, and the AIC Purchase shall have been approved by the Junior Lender and shall close concurrently with the initial Credit Event on the terms set forth in the Purchase Agreement, without the waiver by the Borrower of any material conditions to closing set forth therein;
(n) on the Closing Date, both before and after giving effect to the AIC Purchase, no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the AIC Purchase or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the Borrower, threatened;
(o) the Borrower shall have received any regulatory approval necessary for the consummation of the AIC Purchase in accordance with all applicable laws, and all applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and all applicable rules and regulations thereunder shall have expired or been terminated;
(p) the Administrative Agent shall have received a written opinion an executed compliance certificate in the form of counsel Exhibit E evidencing compliance with Sections 6.6 and 6.8 based on the Borrower’s financial conditions of August 31, 2013 but giving effect to Whitestone REIT, the initial Credit Event and the AIC Purchase;
(q) after giving effect to the initial Credit Event and the AIC Purchase the Borrower and each Material Subsidiaryshall have Excess Availability of at least $10,000,000;
(r) the Administrative Agent shall have received an executed copy of the Subordination Agreement, which shall (i) be in form and substance reasonably satisfactory to the Administrative Agent, and (ii) relate to Debt owed by the Borrower to the Junior Lender on the Closing Date in an aggregate principal amount not to exceed $25,000,000 (and the Administrative Agent shall have received an executed copy of the note purchase agreement governing such Debt);
(ms) the Administrative Agent shall have received a closing balance sheet adjusted to give pro forma effect to the AIC Purchase;
(t) the Administrative Agent shall have received financing statements and, as appropriate, tax and judgment lien search results against the Property of the Borrower, the Guarantors, and the Target evidencing the absence of Liens on its Property, except for Permitted Liens;
(u) the Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted Liens) of the Borrower, the Guarantors, and the Target setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower, the Guarantors, or the Target) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, mortgage releases and any other lien release instruments necessary to release Liens on the assets of the Borrower, the Guarantors and the Target, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(v) since December 31, 2012, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, Properties or prospects of (i) the Borrower, (ii) any Guarantor, or (iii) the Target.
(w) the Administrative Agent shall have received the favorable written opinions of counsel to the Borrower and the Guarantors (as of the date of the initial Credit Event), in form and substance satisfactory to the Administrative Agent;
(x) neither the Target, the Borrower nor any of its Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.29, prior to the Closing Date and during the Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
(y) the Borrower shall have run-rate pro forma Consolidated EBITDA of at least $28,000,000 as of the date hereof; and
(z) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent Bank shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries, as Guarantors, and the LendersBank;
(b) if requested by any Lender, the Administrative Agent Bank shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent Bank shall have received the Security Agreement duly executed by the Loan Parties, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 11.1) as of the Closing Date, (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Bank, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Bank, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Bank, (vi) Collateral Access Agreements to the extent requested by the Bank, and (vii) a duly completed and executed Perfection Certificate;
(d) the Bank shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Bank as mortgagee/lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent Bank shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent Bank shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent Bank shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent Bank shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent Bank shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(j) the Bank shall have received the initial fees called for by Section 2.1 hereof3.1;
(ik) the capital and organizational structure of Whitestone REIT, the Borrower Loan Parties and its their Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofBank;
(l) the Administrative Agent Bank shall have received a written opinion of counsel such evaluations and certifications as it may reasonably require in order to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory satisfy itself as to the Administrative Agentvalue of the Collateral, including but not limited to completion of a field audit;
(m) the Administrative Agent Bank shall have received (i) audited financial statements (including an income statement, a balance sheet, and a cash flow statement) of the Loan Parties for the Fiscal Year ended December 28, 2012, (ii) unaudited Fiscal Month financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year-to-date period ended November 22, 2013 and for the most recent Fiscal Month ended prior to the Closing Date, (iii) substantially complete draft unaudited financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year ended December 27, 2013 and (iv) 1-year projected financial statements of the company as of November 22, 2013, in each case in form and substance reasonably acceptable to the Bank and certified to by a Financial Officer of the Borrower;
(n) the Bank shall have received a Borrowing Base Certificate prepared by the Borrower and certified to by a Financial Officer of the Borrower evidencing Excess Availability of at least $5,000,000 as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith;
(o) the Bank shall have received a certificate from a Responsible Officer of the Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since December 28, 2012, no Material Adverse Effect has occurred; (iii) the TTM EBITDA as of the Fiscal Month ended November 22, 2013, is not less than $3,000,000 and (iv) the Total Leverage Ratio is not greater than 0.75 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of the Fiscal Month ended November 22, 2013, and after giving effect to all extensions of Credit made on the Closing Date;
(p) the Bank shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8;
(q) the Bank shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Bank UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Bank;
(r) the Bank shall have received the favorable written opinion of counsel to each Loan Party, in form and substance satisfactory to the Bank;
(s) the Bank shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by the Bank required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.16; and the Bank shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;other Loan Party; and
(nt) the Administrative Agent Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Guarantors and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.8;
(c) the Administrative Agent shall have received evidence the Pledge Agreement duly executed by the Borrower and the relevant Guarantors together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interests in each Pledged Subsidiary, (ii) stock powers executed in blank and undated and voting proxies for the Collateral consisting of the stock or other equity interest in each Pledged Subsidiary, and (iii) UCC financing statements to be maintained under filed against the Loan DocumentsBorrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) Organizational Documents and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received a certificate as to the initial fees called for by Section 2.1 hereofBorrower’s Designated Disbursement Account;
(i) the capital and organizational structure Administrative Agent shall have received a non-refundable, upfront fee in the amount equal to 0.25% of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerCommitment;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificateprojected consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2019, December 31, 2020 and December 31, 2021;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Loan Party and each Material Pledged Subsidiary and its Property evidencing the absence of Liens on its Property thereon except for Permitted Liens or as otherwise permitted by Section 8.8 hereof8.8;
(l) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;; and
(m) the Administrative Agent shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the Patriot Act including, without limitation, the information described in Section 13.19; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 (or its equivalent) for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Cowen Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10 hereof;
(b) the Agent shall have received for each Lender the Guaranties duly executed by each Material Subsidiary;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; provided that, with respect to any such certificates dated earlier than 14 days prior to the date hereof, the Agent shall receive an updated version of such certificate within 30 days after the date hereof;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 2.11 hereof;
(h) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrower and its Material Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Material Subsidiaries;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens;
(j) unless the Liens in favor of Canadian Imperial Bank of Commerce (“CIBC”)have been released before the Closing Date and all indebtedness of CIBC and the other lenders under the credit facility for which CIBC acts as agent (the “Existing Facility”) have been paid in full, the Agent shall have received a pay-off letter from CIBC setting forth, among other things, the total amount of indebtedness outstanding and owing under the Existing Facility (and outstanding letters of credit issued for the account of the Borrower or as otherwise permitted by Section 8.8 hereofany Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent;
(k) the Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower and each Material Subsidiary (which may be the in house counsel of the Borrower), in form and substance satisfactory to the Agent;
(l) the Administrative Agent shall have received a written opinion copy of counsel to Whitestone REITthe Borrower’s temporary investment policy, as approved by the Borrower’s board of directors, certified by an officer of the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative Agent;; and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (American Pharmaceutical Partners Inc /De/)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of Sidley & Austin, counsel to the Material SubsidiariesBorrower and each North American Subsidiary, in substantially the form attached hereto as Guarantors, Exhibit F-1 and the Lendersfavorable written opinion of G▇▇▇▇▇▇, P▇▇▇▇▇▇▇ & Vineberg in substantially the form attached hereto as Exhibit F-2 as to certain matters of Canadian law;
(b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly executed Notes each Bank copies of (i) the Borrower dated Certificate of Incorporation, together with all amendments, and a certificate of good standing, for -39- the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and otherwise (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in compliance with the provisions of Section 1.10 hereofeach instance by its Secretary or an Assistant Secretary;
(c) the Administrative The Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received receive for each Bank copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles Guarantor's Certificate of incorporation Incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative The Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party on the Effective Date and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's or such Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(e) The Agent shall have received for each Bank such Bank's duly executed Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.7(a) hereof and also received H▇▇▇▇▇' duly executed Swing Line Note of the Borrower dated the date hereof;
(f) the Administrative The Agent shall have received copies for each Bank a list of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBorrower's Authorized Representatives;
(g) All legal matters incident to the Administrative execution and delivery of the Credit Documents shall be satisfactory to the Banks;
(h) The Agent shall have received a list certificate by the chief financial officer or corporate controller of the Borrower’s Authorized Representatives, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of counsel to the Borrower reasonably acceptable to Administrative Agent and in substantially the form attached hereto as Exhibit C hereto;
(b) The Administrative Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower’s behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank that has requested one, such LenderBank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(ce) the The Administrative Agent shall have received evidence for each Bank a duly executed original of insurance required to be maintained under the Loan Documents;
(di) the Administrative Agent shall have received copies of Whitestone REIT’sthis Agreement, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsii) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and (iii) such other documents as the Administrative Agent may reasonably request on behalf of any Bank;
(hf) the The Administrative Agent shall have received a certificate by the initial fees called for chief financial officer of the Borrower, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, that all representations and warranties set forth herein are true and correct as of such date, and that the Existing Credit Agreement has been terminated (and by Section 2.1 hereofits execution hereof each Bank party to the Existing Credit Agreement agrees that the Existing Credit Agreement is terminated);
(ig) With respect to all Indebtedness and other obligations, absolute or contingent, under the capital Existing Credit Agreement, a payoff letter from the agent for the lenders thereunder in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be substance reasonably satisfactory to the Administrative Agent, together with such termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such agent securing such obligations which is to be paid off on the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Effective Date Borrowing Base Certificate;
(k) as the Administrative Agent shall have received financing statement may reasonably request, duly executed and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(mh) the The Administrative Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for original of the Borrower Mandate Letter together with any fees then payable thereunder, and each Guarantor;Bank shall have received its participation fee; and
(ni) the The Administrative Agent shall have received such other agreementsa duly executed Compliance Certificate containing information as of March 31, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2005.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement, and Pledge Agreement duly executed by the Company and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing the issued and outstanding shares of capital stock or other equity interests in each Subsidiary to the extent required by Section 4.1 hereof, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord’s and warehouseman’s lien waivers to the extent required by the Security Agreement;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee;
(de) the cash purchase price due under the TFY Purchase Agreement shall not exceed $175,000,000, all conditions precedent to the TFY Acquisition shall have been satisfied except for the Lenders’ funding of approximately $136,800,000 of the cash purchase price thereof and the TFY Acquisition shall be consummated substantially concurrently with the initial Credit Event, and the Administrative Agent shall have received satisfactory evidence of each of the foregoing;
(f) nothing shall come to the attention of the Company, TFY, the Agent or any Lender which indicates that the capital structure and financial condition of the Company (including without limitation its current assets and current liabilities) immediately after giving effect to the TFY Acquisition shall be detrimentally at variance, in any material respect, from those presumed in the pro forma financial statements and other financial materials furnished by the Company to the Lenders in connection with the TFY Acquisition;
(g) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office);
(eh) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Credit Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office);
(fi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gj) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives;
(hk) the Administrative Agent shall have received a true, correct and complete copy of the TFY Purchase Agreement, certified by the Company;
(l) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 evidence satisfactory to it that (i) the Company has completed an equity offering resulting in gross proceeds of at least $75,000,000, (ii) the Company’s proforma EBITDA (after giving effect to the TFY Acquisition and the Playing Mantis Acquisition) for the Borrower 12 month period ending June 30, 2004 was at least $90,000,000 and each Guarantor(iii) the Cash Flow Leverage Ratio (after giving effect to the TFY Acquisition and the initial advances to be made hereunder) does not exceed 1.75 to 1.0;
(n) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrowers and their Subsidiaries, and the lack of material contingent liabilities of the Borrowers and their Subsidiaries;
(o) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Credit Parties, in form and substance satisfactory to the Administrative Agent; and
(p) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Rc2 Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or individual holding a comparable position);
(ed) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received copies of the certificates of good standing (or equivalent instrument) for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state or the registrar of its province of its incorporation or organization and organization;
(f) the Administrative Agent shall have received a list of each state in which it is qualified to do business as a foreign corporation or organizationBorrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a list payment of all fees payable on the Borrower’s Authorized RepresentativesClosing Date to Bank of Montreal and the Lenders (including upfront fees for the Lenders) pursuant to the BMO Fee Letter;
(h) the Administrative Agent shall have received written confirmation from Bank of America N.A. and Banc of America Securities LLC (collectively, “Bank of America”) that all fees payable on the initial fees called for by Section 2.1 hereofClosing Date to Bank of America pursuant to the Fee Letter dated August 21, 2009, among the U.S. Borrower and Bank of America have been paid;
(i) the capital U.S. Borrower shall have paid all fees and organizational structure expenses (including without limitation all fess and expenses of Whitestone REIT, the Borrower U.S. counsel and its Subsidiaries shall be satisfactory Canadian counsel to the Administrative Agent, ) of the Lenders, Administrative Agent incurred in connection with this Agreement and the L/C Issuertransactions contemplated hereby for which an invoice has been submitted to the U.S. Borrower;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien a summary of the results of searches against the Borrowercurrent name of the Canadian Borrower (as confirmed by a certificate of status) conducted under the Personal Property Security Act in effect in the provinces of Nova Scotia, Whitestone REIT Ontario and each Material Subsidiary Alberta (collectively, the “PPSA”), the Register of Personal and Movable Real Rights (Quebec), the Execution Act in the provinces of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Quebec, the Bank Act (Canada) in the provinces of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Alberta and the Bankruptcy and Insolvency Act (Canada), evidencing the absence of Liens on its Property property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(k) no material adverse change in the business, financial condition, operations, assets or Properties of the Borrowers and their Subsidiaries taken as a whole shall have occurred since April 30, 2009;
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the U.S. Borrower and each Domestic Subsidiary which is a Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(m) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the each Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;U.S. Borrower; and
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may have reasonably request; and
(o) requested at least two Business Days in advance of the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Smucker J M Co)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by for each Bank the favorable written opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Borrower, in substantially the Material Subsidiaries, form attached hereto as Guarantors, and the LendersExhibit G;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank copies of the Borrower dated the date hereof and otherwise in compliance with the provisions Borrower's Certificate of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation Incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which the States of California, Illinois, Massachusetts and New York where it is qualified to do business as a foreign corporation or organizationcorporation;
(e) the Agent shall have received for each Bank such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.17 hereof;
(f) the Agent shall have received for each Bank a list of the Borrower's Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Banks the initial fees called for by Section 2.1 hereof;
(h) the Agent shall have received from the Borrower evidence that the Credit Agreement dated as of November 3, 1994 between the Borrower and ▇▇▇▇▇▇ Trust and Savings Bank has been terminated and, in the case of any loans outstanding thereunder, all such loans have been or will be repaid in full upon the initial Borrowing hereunder;
(i) the capital Agent shall have received for each Bank a copy of the Headquarters Complex Lease; and
(j) all legal matters incident to the execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement and the other Loan Documents duly executed by the BorrowerBorrower and each Guarantor party hereto, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;.
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof hereofInitial Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereofhereofInitial Closing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(i) since December 31, 2020, no material adverse change in the capital and organizational structure business, condition (financial or otherwise), operations or properties of Whitestone REIT, the Borrower Postal Realty REIT and its Subsidiaries Subsidiaries, taken as a whole, shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuerhave occurred;
(j) if the Lenders shall have received Borrower qualified as a Closing Date Borrowing Base Certificate“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;
(k) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received financing statement an owner’s title insurance policy or commitment with respect to such Borrowing Base Property in form and federal tax lien searches against substance reasonably acceptable to the BorrowerAdministrative Agent from a title insurance company acceptable to the Administrative Agent and, Whitestone REIT and each Material Subsidiary evidencing to the absence extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of Liens on its Property except for Permitted Liens this nature or as otherwise permitted with applicable Legal Requirements, any other agreement, instrument, document or certificate reasonably requested by Section 8.8 hereofthe Administrative Agent with respect to such Borrowing Base Property;
(l) the Administrative Agent shall have received a financing statement, tax, and judgment lien search results against Borrower and Postal Realty REIT and financing statement lien search results against each Material Subsidiary, evidencing, in each case, the absence of Liens thereon except Permitted Liens;
(m) to the extent applicable, the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties (other than secured parties intended to remain outstanding after the Initial Closing Date with Indebtedness and Permitted Liens) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mo) each of the Lenders shall have received, sufficiently in advance of the Initial Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each GuarantorLoan Party;
(np) the Administrative Agent shall have received aan Initial Closing Date Borrowing Base Certificate;
(q) the Administrative Agent shall have received aan Initial Closing Date Compliance Certificate;
(r) the Administrative Agent shall have received evidence of the insurance policies required by Section 8.4 of this Agreement; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) Lenders and, if requested by any Lender, such Lenders duly executed Notes;
(b) the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Domestic Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing (or comparable status) for Whitestone REIT, the Borrower and each Material Domestic Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(ge) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hf) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ig) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure financial condition of Whitestone REIT, the Borrower and its Subsidiaries Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries;
(h) the Administrative Agent shall be have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each Domestic Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(i) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower and each Domestic Subsidiary, in form and substance satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefor each Lender the historical financial audits, the interim financial statements and the five-year projections of the Borrower, each in form and substance satisfactory to the Administrative Agent;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against an IRS Form W-9 duly executed by the Borrower, Whitestone REIT and each Material Subsidiary evidencing Borrower together with such additional certifications as the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;Administrative Agent may request; and
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Plexus Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent Lenders shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent each Lender shall have received for such Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.9 hereof;
(c) the Administrative Agent shall have received the Pledge Agreement duly executed by the Borrower and the Guaranties duly executed by Stake and its Subsidiaries, together with
(i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Target owned by the Borrower, (ii) stock powers for the Collateral consisting of the stock or other equity interest in the Target executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party;
(d) Stake and all of its Subsidiaries shall have executed the Collateral Documents requested by the Lenders;
(e) the Lenders shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee;
(df) the Administrative Agent Lenders shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles 's certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(eg) the Administrative Agent Lenders shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fh) the Administrative Agent Lenders shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gi) the Administrative Agent Lenders shall have received a list of the Borrower’s 's Authorized Representatives;
(hj) the Administrative Agent Lenders shall have received the initial fees called for by Section 2.1 hereof;
(ik) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure value of Whitestone REITthe Collateral, the financial condition of the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the LendersTarget, and the L/C Issuerlack of material contingent liabilities of the Borrower and the Target;
(jl) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Borrower evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.2 hereof;
(lm) the Administrative Agent Lenders shall have received a the favorable written opinion of counsel to Whitestone REITthe Borrower, in form and substance satisfactory to the Borrower Lenders;
(n) there shall have been delivered to the Lenders true, correct and each Material Subsidiarycomplete copies of the Tender Offer Materials, which shall be in form and substance reasonably satisfactory to the Administrative AgentLenders;
(mo) the Administrative Agent copies of all Proxy Materials (if any) shall have received a fully executed Internal Revenue Service Form W-9 for been delivered to the Borrower Lenders, and each Guarantorsuch Proxy Materials shall be satisfactory in form and substance to the Lenders;
(np) there shall have been delivered to the Lenders a true, correct and complete copy of the Merger Agreement, which shall have been duly authorized, executed and delivered by each party thereto;
(q) each of the conditions to purchase contained in the Merger Agreement (except for the consummation of the Tender Offer) shall have been satisfied (and not waived) to the satisfaction of the Lenders;
(r) the Administrative Agent Tender Offer shall be consummated substantially in accordance with the terms thereof, and the Tendered Shares which would be purchased concurrently with the receipt of proceeds of such initial Borrowing shall represent, in the aggregate, more than fifty percent (50%) of the outstanding Target Shares on a fully diluted basis, and the Borrower shall have delivered an officers' certificate to such effect in form and substance satisfactory to the Lenders;
(s) there shall have been no material changes to the Offer to Purchase;
(t) no injunction, preliminary injunction or temporary restraining order shall exist which prohibits the extension of credit hereunder or the consummation of the Tender Offer or the Merger, and no litigation or similar proceedings shall exist with respect to the Tender Offer or the Merger or the transactions described herein which, if adversely determined, would, in the reasonable judgment of any Lender, have a material adverse effect on the consolidated financial condition or results of operations of the Borrower or the Target and its subsidiaries taken as a whole or which would reasonably be expected to prevent or unduly delay the Merger or the consummation of the Tender Offer;
(u) the Merger shall not be subject to any restrictions of Section 203 of the DGCL or any successor statute and shall not be governed by any other statute, rule or regulation of Delaware or any other state restricting in any material respect the ability of the Borrower to consummate the Acquisition on the terms and conditions set forth herein which has not been complied with; and
(v) the Borrower shall have provided evidence satisfactory to the Lenders that the proceeds of the initial Borrowing shall have been irrevocably committed to the purchase of the Tendered Shares and the payment of Transaction Costs related to the Tender Offer.
(w) the Lenders shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Lenders may reasonably request;
(x) the Lenders shall be satisfied with the capital structure of the Borrower, including without limitation, that $6,000,000 of cash equity has been contributed to the Borrower by Stake and that $5,000,000 of cash has been contributed to the Borrower which are proceeds of a convertible debenture issued by Stake on terms and conditions satisfactory to the Lenders and the Borrower shall have provided evidence satisfactory to the Lenders that said cash shall have been irrevocably committed to the purchase of the Tendered Shares prior to the proceeds of the initial Borrowing hereunder;
(y) the Target shall have agreed in writing to maintain a minimum of $7,000,000 in cash balances through the consummation of the Merger;
(z) the Lenders shall have received satisfactory pro forma consolidated financial statements of Stake and its Subsidiaries (including the Target on a post-Merger basis) after giving effect to the Merger;
(aa) the Lenders shall have received satisfactory financial projections from Stake and its Subsidiaries (including the Target on a post-Merger basis) for the years 2003, 2004 and 2005, prepared in good faith and based upon reasonable assumptions and consistent with Stake's due diligence review; and
(obb) the Administrative Agent Stake and any Lender its Subsidiaries shall have received any information or materials reasonably required by executed a commitment letter on terms satisfactory to the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLenders providing for post-merger credit facilities.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel March 31, 2018 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof);
(h) During the period from December 31, 2017 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(i) The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(j) The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement;
(k) The Administrative Agent shall have received satisfactory evidence of the amendment or the amendment and restatement, as applicable, of (i) that certain Amended and Restated Term Loan Credit Agreement, dated as of August 9, 2016, by and among the Borrower, the financial institutions party thereto and JPMorgan, as administrative agent, and (ii) that certain Credit Agreement, dated as of August 9, 2016, by and among the Borrower, the financial institutions party thereto and JPMorgan, as administrative agent, each on terms and conditions reasonably acceptable to the Arrangers;
(l) Upon the reasonable request of any Bank made at least ten days prior to the Effective Date, the Borrower must have provided to such Bank the documentation and each Material Subsidiaryother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in form and substance reasonably satisfactory each case at least five days prior to the Administrative AgentEffective Date;
(m) At least five days prior to the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Effective Date, if the Borrower and each Guarantor;qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower; and
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each L/C Issuer, the Administrative Agent and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and a certificate as to the Borrower’s Designated Disbursement Account;
(g) the Administrative Agent shall have received payment of the initial fees called for by Section 3.1 (to the extent payable at such time);
(h) each Lender shall have received a Compliance Certificate confirming compliance with the financial covenants hereof on a pro forma basis after giving effect to the initial Credit Event, including evidence that the Total Net Leverage Ratio is no more than 3.00 to 1.00, signed by the president or chief financial officer of the Borrower;
(i) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(j) each of the Lenders shall have received, not later than the date that is three (3) Business Days prior to the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 13.19, as have been requested in writing by the Administrative Agent at least ten (10) calendar days prior to the Closing Date;
(k) the Credit Agreement between Borrower, and Bank of Montreal, as Lender, dated July 1, 2017, as amended, shall have been terminated and all principal, interest and fees thereunder shall have been paid in full in cash, provided, that the Existing L/Cs issued by BMO ▇▇▇▇▇▇ Bank N.A. and Bank of Montreal thereunder may be rolled into this Agreement as contemplated herein;
(l) no Material Adverse Change shall have occurred; and
(m) the Administrative Agent shall have received a fully funds flow memorandum in connection with the initial Credit Event, executed Internal Revenue Service Form W-9 by the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the Borrower and conditions specified in this Section 7.2, each Guarantor;
(n) the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or notice from such Lender in order prior to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsproposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Hub Group, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence satisfactory to it that, simultaneously with the initial advance hereunder, the obligations of insurance required to be maintained the Borrowers under the Loan DocumentsExisting Credit Agreement are paid in full and the Existing Credit Agreement is cancelled;
(d) the Company shall have completed a secondary equity issuance pursuant to the Company's prospectus dated on or about March 27, 2002 offering 1,500,000 shares of common stock and received net proceeds of at least $20,000,000, and the Administrative Agent shall have received satisfactory evidence thereof;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office);
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office);
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for each Lender a list of each Borrower's Authorized Representatives;
(i) the Administrative Agent shall have received evidence satisfactory to it that the Borrowers' EBITDA for the period ended December 31, 2001 was equal to or greater than $40,000,000;
(j) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ik) the capital each Lender shall have received such evaluations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory certifications as it may reasonably require in order to satisfy itself as to the Administrative Agent, financial condition of the LendersBorrowers and their Subsidiaries, and the L/C Issuer;
(j) lack of material contingent liabilities of the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement Borrowers and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereoftheir Subsidiaries;
(l) the Administrative Agent shall have received a written opinion pay-off and lien release letters from secured creditors of counsel to Whitestone REITthe Borrowers setting forth, among other things, the Borrower total amount of indebtedness outstanding and each Material Subsidiaryowing to them (or outstanding letters of credit issued for the account of any Borrower) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrowers, which pay-off and lien release letters shall be in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for each Lender the Borrower favorable written opinion of counsel to the Credit Parties, in form and each Guarantor;substance satisfactory to the Administrative Agent; and
(n) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of Robins, Kaplan, Miller & Ciresi LLP, counsel to the Material Subsidiaries, as Guarantors, Borrower in form and su▇▇▇▇▇▇e a▇▇▇▇▇▇ble to the LendersBanks;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for each Credit Party, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Lender Credit Party's jurisdiction of incorporation and (ii) such Lender’s Credit Party's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Agent shall have received for each Bank copies of resolutions of each Credit Party's Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Agent shall have received (i) sufficient copies for each Bank of duly executed Notes originals of the Credit Documents (other than the Notes), (ii) for each Bank such Bank's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
2.11 hereof and (ciii) the Administrative Agent shall have received evidence of insurance required UCC financing statements to be maintained under filed against the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s Borrower and each Material Subsidiary’s articles , as debtor, in favor of incorporation and bylaws (or comparable organizational documents) and any amendments theretothe Collateral Agent, certified in each instance by its Secretary or Assistant Secretaryas secured party;
(e) the Administrative The Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) Confirmation showing the Administrative Agent shall have received financing statement Borrowing Base as of not earlier than August 31, 2001 and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions documents as the Administrative Agent any Bank may reasonably request; and
(of) the Administrative The Agent and any Lender shall have received any information or materials reasonably required the Appraisal;
(g) The Borrower shall request an amount hereunder sufficient to repay the obligations held by the Administrative Terminating Banks under the Prior Credit Agreement, and the Borrower consents to the termination of the Commitments of each Terminating Bank; and
(h) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks and each of the Agent, the Documentation Agent and the Banks has received all fees and other amounts due payable by the Borrower on or such Lender in order to assist before the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsEffective Date.
Appears in 1 contract
Sources: Credit Agreement (Transport Corporation of America Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes Note(s) of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Wholly-owned Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, ;
(i) the LendersAdministrative Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base) in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrower and its Subsidiaries;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;the favorable written opinion of counsel to the Borrower and each Wholly-owned Subsidiary, in form and substance satisfactory to the Administrative Agent; and
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for received, a Note (or an amended and restated note, if applicable) payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received certified copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received certified copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2018, and the consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the Borrower’s projections for the following two Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iii) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Borrowing Base CertificateProperties, each in form and substance reasonably acceptable to the Administrative Agent;
(k) intentionally omitted;
(l) the Administrative Agent shall have received financing statement and federal tax lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof;
(lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g)(ii);
(no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and;
(op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations; and
(q) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it.
Appears in 1 contract
Sources: Credit Agreement (Monmouth Real Estate Investment Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.11 hereof;
(b) the Administrative Agent shall have received the Share Mortgage duly executed by Cleveland-Cliffs International Holdings Company, and the Guaranties duly executed by each Material Subsidiary, together with (i) original stock certificates or other similar instruments or securities, if any, representing 65% of the issued and outstanding equity interests in Cleveland-Cliffs Australia Holdings Pty Limited, (ii) stock powers for such stock or other equity interest in Cleveland-Cliffs Australia Holdings Pty Limited executed in blank and undated and (iii) a UCC financing statement to be filed against Cleveland-Cliffs International Holdings Company, with respect to the collateral described in the Share Mortgage, as debtor, in favor of the Administrative Agent, as secured party;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or the nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(f) the Administrative Agent shall have received for each Lender a list of the Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized RepresentativesLenders the initial fees called for by Section 2.12 hereof;
(h) the Administrative Agent shall have received for itself and the initial Syndication Agent the fees called for by Section 2.1 hereofotherwise agreed to in writing among them and the Borrower;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Property of the Borrower, Whitestone REIT and each Material Subsidiary and each Joint Venture evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofand Permitted JV Liens;
(lj) the Administrative Agent shall have received a pay-off letter (in form and substance acceptable to the Administrative Agent in its sole discretion) from Fifth Third Bank setting forth, among other things, the total amount of indebtedness outstanding and owing to it;
(k) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiarySubsidiary each Foreign Pledgor, in form and substance reasonably satisfactory to the Administrative Agent;
(l) after giving effect to the initial Credit Event, the Borrower shall have unused availability for Revolving Loans, Swing Loans and Letters of Credit of at least U.S. $90,000,000; and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement, and Pledge Agreement duly executed by the Company and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (65% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.1 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord's and warehouseman's lien waivers to the extent required by the Security Agreement;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee;
(de) the Administrative Agent shall have received evidence satisfactory to it that, simultaneously with the initial advance hereunder, the obligations of the Borrowers under the Existing Credit Agreement are paid in full and the Existing Credit Agreement is cancelled;
(f) the cash purchase price due under the LCI Purchase Agreement shall not exceed $125,000,000 and all conditions precedent to the LCI Acquisition shall have been satisfied except for the Lenders' funding of approximately $105,000,000 of the cash purchase price thereof, and the Administrative Agent shall have received satisfactory evidence of each of the foregoing;
(g) nothing shall come to the attention of the Company, LCI, the Agent or any Lender which indicates that the capital structure and financial condition of the Company (including without limitation its current assets and current liabilities) immediately after giving effect to the LCI Acquisition shall be detrimentally at variance, in any material respect, from those presumed in the pro forma financial statements and other financial materials furnished by the Company to the Lenders in connection with the LCI Acquisition;
(h) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office);
(ei) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s such Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office);
(fj) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gk) the Administrative Agent shall have received a list of the each Borrower’s 's Authorized Representatives;
(hl) the Administrative Agent shall have received a true, correct and complete copy of the LCI Purchase Agreement, certified by the Company;
(m) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(in) the capital each Lender shall have received such evaluations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory certifications as it may reasonably require in order to satisfy itself as to the Administrative Agent, financial condition of the LendersBorrowers and their Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrowers and their Subsidiaries;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ko) the Administrative Agent shall have received financing statement for each Lender the favorable written opinion of counsel to the Credit Parties, in form and federal tax lien searches against substance satisfactory to the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;Administrative Agent; and
(lp) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBanks;
(b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence the Security Agreement duly executed by the Borrower and each Material Subsidiary, the Pledge Agreement duly executed by the Borrower and each Material Subsidiary, and the Guaranty duly executed by each Material Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement (limited to 65% in the case of the Voting Stock of a Foreign Subsidiary under Section 4.1 hereof), (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary each to be maintained under executed in blank and undated, and (iii) UCC financing statements or amendments thereof to be filed against the Loan DocumentsBorrower and each Material Subsidiary, as debtor, in favor of the Agent, as secured party;
(d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and of each Material Subsidiary’s 's Board of Directors (or similar comparable governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state (other than any state in which it is not in good standing and such failure to be in good standing would not have a Material Adverse Effect) in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received for each Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof;
(i) each Bank shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure value of Whitestone REITthe Collateral, the financial condition of the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the LendersSubsidiaries, and the L/C Issuerlack of material environmental and other contingent liabilities of the Borrower and its Subsidiaries;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Bank the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each its Material SubsidiarySubsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for satisfactory assurances that the Borrower and each Guarantor;
(n) the Administrative Agent shall will have received and approved (both as to form and substance) such UCC financing statements and other agreements, instruments, documents, certificates, instruments and opinions documents as it shall deem necessary to perfect the Administrative Agent may reasonably requestLiens required hereunder and satisfactory lien searches confirming the priority of such Liens; and
(ol) all obligations owing to the Administrative Agent lenders party to the Original Credit Agreement shall be paid in full out of the initial Credit Event hereunder (other than for Loans and any Lender shall have received any information or materials reasonably required by Letters of Credit which remain outstanding under, and owing to the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks party to, this Agreement).
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date:
(a) the The Administrative Agent shall have received this Agreement duly executed by the Borrower, favorable written opinion of counsel to the Material Subsidiaries, Borrower reasonably acceptable to Administrative Agent and in substantially the form attached hereto as Guarantors, and the LendersExhibit 6.1 hereto;
(b) if requested The Administrative Agent shall have received copies of (i) the Articles of Incorporation, together with all amendments, recently certified by the appropriate governmental authority and (ii) the Borrower’s bylaws (or comparable constituent documents) and any Lenderamendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or an Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank that has requested one, such Lender such LenderBank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(ce) the The Administrative Agent shall have received evidence a duly executed original of insurance required to be maintained under the Loan Documents;
(di) the Administrative Agent shall have received copies of Whitestone REIT’sthis Agreement, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsii) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and (iii) such other documents as the Administrative Agent may reasonably request on behalf of any Bank;
(hf) the The Administrative Agent shall have received a certificate by the initial fees called for chief financial officer of the Borrower, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, that all representations and warranties set forth herein are true and correct as of such date, and that the Existing Credit Agreement has been terminated (and by Section 2.1 hereofits execution hereof each Bank party to the Existing Credit Agreement agrees that the Existing Credit Agreement is terminated);
(ig) With respect to all Indebtedness and other obligations, absolute or contingent, under the capital Existing Credit Agreement, a payoff letter from the agent for the lenders thereunder in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be substance reasonably satisfactory to the Administrative Agent, together with such termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such agent securing such obligations which is to be paid off on the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Effective Date Borrowing Base Certificate;
(k) as the Administrative Agent shall have received financing statement may reasonably request, duly executed and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(mh) the The Administrative Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for original of the Borrower Fee Letters together with any fees then payable thereunder, and each Guarantor;Bank shall have received its participation fee; and
(ni) the The Administrative Agent shall have received such other agreementsa duly executed Compliance Certificate containing information as of March 31, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2006.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, Borrowers and the Material Company and its Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower Company and each Material Subsidiary Guarantor to the extent applicable (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and organization;
(f) the Administrative Agent shall have received for each Lender a list of each state in which it is qualified to do business as a foreign corporation or organizationthe Borrowers’ Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure Credit Agreement dated as of Whitestone REITNovember 10, 2005 among the Company, certain Borrowing Subsidiaries party thereto, the Borrower lenders party thereto, and its Subsidiaries shall be satisfactory to the BMO H▇▇▇▇▇ Bank N.A. (f/k/a H▇▇▇▇▇ ▇.▇.), as Administrative Agent, shall have terminated and all amounts payable thereunder shall have been paid or shall be paid with the Lenders, and proceeds of the L/C Issuerinitial Credit Event;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ki) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower Company and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel;
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W-8 or W-9, as applicable, for the Borrower and each GuarantorBorrower;
(nk) the Administrative Agent shall have received for the Company and its Subsidiaries, financial projections for each fiscal year of the Company ending December 31, 2012 and annually thereafter through December 31, 2016; and
(l) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
provided that the conditions precedent listed in clauses (oc) and (d) above shall be met upon delivery of such documents with respect to the Company and each Guarantor, it being understood that no Borrower (other than the Company) may request a Loan hereunder until such time as such Borrower shall deliver to the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance documents complying with clauses (i) the Act (as hereinafter definedc) and (iid) any applicable above with respect to itself. Each Lender that is also a lender under the credit agreement referenced in clause (h) above, by its execution hereof, hereby waives any, breakage cost, make-whole charges or other funding indemnity that may be owing under such agreement resulting from the repayment on the date hereof of all amounts owing thereunder. In addition, as such Lenders constitute the “know your customerRequired Lenders” or similar rules or regulationsunder such credit agreement, such Lenders and the Company agree that such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the The obligation of Bank to participate in any initial Credit EventEvent hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent:
(a) the Administrative Agent Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank:
(i) this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBank;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(ciii) the Administrative Agent shall have received evidence Assignment of insurance and Amendment to Guaranty, the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment to and Amendment of Guarantor Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (i) UCC financing statements to be maintained under filed against Borrower and Guarantor, as debtor, in favor of Bank, as secured party, (ii) patent, trademark, and copyright collateral agreements to the Loan Documentsextent requested by Bank, and (iii) deposit account, securities account, and commodity account control agreements to the extent requested by Bank;
(div) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ev) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fvi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the such documents and certifications as Bank may reasonably require to evidence that Borrower and each Material Subsidiary Guarantor is validly existing, in good standing or active status (dated no earlier than 30 days prior as applicable), and qualified to the date hereof) from the office engage in business in its jurisdiction of the secretary of the state of its incorporation or organization and of each state in any other jurisdiction in which it is qualified to do the nature of Borrower’s or such Guarantor’s business as a foreign corporation or organizationrequires such qualification;
(gvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hviii) a Borrowing Base Certificate in the Administrative Agent shall have received form attached hereto as Exhibit B showing the initial fees called for by Section 2.1 hereofcomputation of the Borrowing Base in reasonable detail as of the close of business on May 25, 2018;
(iix) financing statement, tax, and judgment lien search results against the capital and organizational structure Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agenteach Guarantor, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2;
(lx) the Administrative Agent shall have received a written opinion pay off and lien release or amendment letters from secured creditors of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor setting forth, in form among other things, the total amount of indebtedness outstanding and substance reasonably satisfactory owing to the Administrative Agent;
them (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 or outstanding letters of credit issued for the account of Borrower or any Guarantor) and containing an undertaking to cause to be delivered to Bank UCC amendment or termination statements and any other lien amendment or release instruments necessary to amend or release their Liens on the assets of Borrower and each Guarantor;
(nxi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the Administrative Agent shall preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received been (or concurrently with the initial Borrowing will be) terminated or amended.
(xii) a favorable written opinion of counsel to Borrower and each Guarantor;
(xiii) evidence satisfactory to Bank that all due diligence with respect to Borrower, each Guarantor and Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank;
(xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the Acquisition in form and substance previously provided to Bank;
(xv) complete, signed copies of the Purchase Documents; and
(xvi) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
(b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;
(c) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank;
(d) after giving effect to each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, Availability shall be at least $5,000,000.00; and
(oe) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order after giving effect to assist the Administrative Agent or such Lender in maintaining compliance with each initial Credit Event, (i) Borrower’s EBITDA for the Act most recently-ended twelve months (as hereinafter defined“LTM”) through April 30, 2018 shall be at least $23,000,000 (inclusive of Target’s verified EBITDA), and (ii) any applicable “know your customer” or similar rules or regulationsthe Total Funded Debt/EBITDA Ratio is less than 3.00 to 1.00, each calculated based on LTM EBITDA through April 30, 2018.
Appears in 1 contract
Sources: Credit Agreement (Twin Disc Inc)
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of H▇▇▇▇ & Associates, counsel to the Borrower and Guarantors substantially in the form of Exhibit C hereto;
(b) The Administrative Agent shall have received for each Bank copies of (i) the Certificate of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws and any amendments thereto, certified in each instance by its secretary or an assistant secretary;
(c) The Administrative Agent shall have received copies of the partnership agreements of each Guarantor that is a partnership, certified by a general partner or other duly authorized officer thereof to be a true, correct and complete copy thereof;
(d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws of each Guarantor that is a corporation, certified in each instance by its secretary or an assistant secretary;
(e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary of each Guarantor that is a corporation, and of each corporate general partner in the case of each Guarantor that is a partnership having a corporation as its general partner, of its board of directors' resolutions authorizing the execution of the Credit Documents;
(f) The Administrative Agent shall have received certificates, executed by a general partner of each Guarantor that is a partnership, and by the secretary or assistant secretary of each Guarantor that is a corporation, and of each corporate general partner in the case of each Guarantor that is a partnership having a corporation as its general partner, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents;
(g) The Administrative Agent shall have received to the extent requested by any Bank, such Lender such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12(d) hereof;
(ch) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) All legal matters incident to the capital execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(j) The $175,000,000 Credit Agreement dated as of September 21, 1998 among J▇▇▇▇ Lang LaSalle, Incorporated, the Guarantors party thereto, the Lenders party thereto and Bank One, NA, as Administrative Agent, as amended, shall have received a Closing Date Borrowing Base Certificate;been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and
(k) The $45,000,000 Credit Agreement dated as of May 4, 1999 among J▇▇▇▇ L▇▇▇ LaSalle Incorporated, the Banks party thereto and H▇▇▇▇▇ Trust and Savings Bank, as Administrative Agent Agent, as amended, shall have received financing statement been terminated and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent all amounts payable thereunder shall have received a written opinion been paid or shall be paid with the proceeds of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsinitial Credit Event.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization organization;
(e) the Administrative Agent shall have received a certificate in the form attached as Exhibit F hereto signed by the chief financial officer of the Borrower or another officer of the Borrower reasonably acceptable to the Administrative Agent confirming that the Borrower’s Leverage Ratio is less than 2.0 to 1.0, calculated for the twelve-month period ended June 30, 2015;
(f) the Administrative Agent shall have received for the Borrower and of each state its Subsidiaries audited financial statements and unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) for the prior three years through the fiscal year ended December 31, 2014, five-year projected financial statements, and a closing balance sheet adjusted to give effect to the transactions to occur on the Closing Date in which it is qualified form and substance acceptable to do business as a foreign corporation or organizationthe Administrative Agent;
(g) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(i) the capital Administrative Agent shall have received pay-off and organizational structure lien release letters from secured creditors of Whitestone REIT, the Borrower and its Subsidiaries each Subsidiary that is not a Foreign Subsidiary (other than any secured creditors that hold indebtedness permitted under Section 8.7) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each such Subsidiary, which pay-off and lien release letters shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event; and
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (CTS Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by STA Holdings, the Borrower, the Material SubsidiariesCanadian Borrowers, as Guarantors, the Guarantors and the Lenders;
(b) if If requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower and Canadian Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12 hereof;
(c) the Administrative Agent shall have received the Security Agreement and Pledge Agreement duly executed by STA Holdings, the Borrower and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity of the Borrower and each Domestic Subsidiary, 65% of all issued and outstanding capital stock of each Foreign Subsidiary, (ii) stock powers for the Collateral consisting of the stock or other equity interest of the Borrower and each Domestic Subsidiary executed in blank and undated, and (iii) UCC financing statements to be filed against STA Holdings, the Borrower and each Domestic Subsidiary, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REITSTA Holdings’, the Borrower’s, the each Canadian Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REITSTA Holdings’, the Borrower’s, the each Canadian Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sbehalf of STA Holdings, each Canadian Borrower, the Borrower’s Borrower and each Material Subsidiary’s behalfGuarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing or certificate of status, as applicable for Whitestone REITSTA Holdings, the Borrower Borrower, each Canadian Borrower, the Parent and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other relevant government official of the state jurisdiction of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by as agreed between the Borrower and Administrative Agent pursuant to the fee letter referred to in Section 2.1 2.1(e) hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REITSTA Holdings, the Borrower Borrower, the Canadian Borrowers, the Parent and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) financing statements or their provincial equivalent shall have been filed against the Borrower, each Canadian Borrower, the Parent and each Guarantor (and against each of the VINs of their Canadian Motor Vehicles) under the PPSA in each relevant province in Canada with priority satisfactory to the Administrative Agent in its discretion;
(l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 certificate demonstrating to the Administrative Agent’s satisfaction that (i) Adjusted EBITDA for the Borrower twelve (12) calendar month period ended November 30, 2010 is not less than $50,000,000 and (ii) the Total Leverage Ratio for the same twelve (12) calendar month period is less than 3.75 to 1.0 and the Senior Leverage Ratio for the same twelve (12) calendar month period is less than 2.25 to 1.0, in each Guarantorcase as adjusted to give effect to any Permitted Acquisition completed following the end of such period and any Loans incurred in connection therewith;
(m) after giving effect to the initial Credit Event, there shall be at least $15,000,000 of Unused Revolving Credit Commitments and at least CAN$15,000,000 of Unused Canadian Revolving Credit Commitments provided that accounts payable are at historically normal levels reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received such other documents, instruments and opinions relating to the Canadian Borrowers and any guarantor of the Canadian Borrower obligations as the Administrative Agent shall have requested; and
(o) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent or any Lender may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Borrower and its Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificate containing calculations of the Borrowing Base as of March 31, 2008, and Schedule 1.1 (form of which is attached hereto) and a Compliance Certificate;
(ki) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a favorable written opinion of counsel (attached as Exhibit I hereto) to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received (i) the Security Agreement duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in the Borrower and each Subsidiary as of the Closing Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in the Borrower and each Subsidiary to the extent applicable, (C) UCC financing statements to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, and (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent; and (ii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of the Bonding Agreements in effect on the Closing Date certified by a Duly Authorized Officer of the Borrower, which documents, including the aggregate bonding availability thereunder, shall be in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and lenders loss payee, as applicable;
(df) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoOrganization Documents, certified in each instance by its Secretary or Assistant Secretarya Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;
(eg) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer;
(fh) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gi) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for required by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate2.13;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against certification from the Borrower, Whitestone REIT and each Material Subsidiary evidencing ’s Chief Financial Officer or other Duly Authorized Officer of the absence Borrower acceptable to the Administrative Agent of Liens the Solvency of the Loan Parties on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofa consolidated basis after giving effect to the initial Credit Event;
(l) the Administrative Agent shall have received: (i) an executed compliance certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent in the form of Exhibit E, calculated based on Borrower’s financial conditions as of December 31, 2020, which compliance certificate shall also certify (a) that since December 31, 2019, no Material Adverse Effect has occurred, (b) as of December 31, 2020, after giving Pro Forma Effect to the initial Credit Event, the Senior Leverage Ratio does not exceed 2.25:1.00, and (c) as of December 31, 2020, the Fixed Charge Coverage Ratio is not less than 1.20:1:00,; (ii) audited financial statements for Parent and its Subsidiaries for the fiscal years ending December 31, 2018 and December 31, 2019; (iii) unaudited historical quarterly financial statements for Parent and its Subsidiaries for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020; and (iv) a Borrowing Base Certificate as of the Closing Date, along with a Collateral Report executed on behalf of the Borrower by a Duly Authorized Officer of the Borrower, with Accounts and Eligible Accounts calculated as of January 31, 2021;
(m) the Administrative Agent shall have received a financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for Permitted Liens;
(n) All existing Indebtedness of the Borrower and its Subsidiaries (including all Indebtedness under the Existing Credit Agreement) other than permitted Indebtedness under Section 6.11 of this Agreement shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release;
(o) the Administrative Agent shall have received the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) the Administrative Agent’s due diligence with respect to the Loan Parties and their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent;
(q) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for each of the Borrower and each GuarantorLoan Parties;
(nr) The Administrative Agent shall have completed (i) field examinations of the Accounts and related working capital matters of the Loan Parties and (ii) audits of the Loan Parties’ business, operations, financial condition and asset, the results of each of which shall be reasonably satisfactory to the Administrative Agent.
(s) The Administrative Agent shall have received a copy of the business plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of Parent and its Subsidiaries for the fiscal year ended December 31, 2021 in form reasonably satisfactory to the Administrative Agent.
(t) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as otherwise permitted by Section 6.11, prior to the Closing Date and during the Lead Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
(u) the Administrative Agent shall have received the Legacy Claims Letter duly executed by the Loan Parties and the other parties thereto, in form and substance reasonably satisfactory to the Administrative Agent; and
(v) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, Borrower and the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received the First Supplements, and Security Agreement duly executed by the Borrower and the Guarantors, as appropriate, together with, to the extent not previously delivered, (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent, in such capacity, as mortgagee and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 2.1(c) hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificatesuch evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors;
(k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent and its counsel shall have received a fully executed Internal Revenue Service Form W-9 for reviewed and shall be satisfied with all pending and threatened litigation involving the Borrower and each Guarantorthe Guarantors;
(n) the Administrative Agent shall have received a Compliance Certificate duly executed by an Authorized Officer of the Borrower demonstrating that (i) EBITDA for the twelve months ending on September 28, 2006, was not less than $13,000,000; and (ii) the Total Funded Debt/EBITDA Ratio, measured based on Total Funded Debt projected to be outstanding after giving effect to the initial Credit Extension and EBITDA for the four fiscal quarters ended on September 28, 2006, is less than 1.25 to 1.0; and
(o) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by Holdings, the Borrower, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any LenderLender at least two (2) Business Days prior to the Closing Date, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in Section 13.01) as of the Closing Date; (ii) to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable;
(de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) each Intellectual Property Security Agreement, duly executed by the Administrative Agent shall have received a list of and each Loan Party that owns copyrights, trademarks or patents, as applicable that is required to be pledged in accordance with the Borrower’s Authorized RepresentativesSecurity Agreement;
(hi) [reserved];
(j) the Administrative Agent shall have received the initial fees called for by required to be paid on the Closing Date pursuant to Section 2.1 hereof;
3.01 and, to the extent invoiced at least one (i1) Business Day prior to the capital and organizational structure of Whitestone REITClosing Date, the Borrower reasonable and its Subsidiaries shall be satisfactory documented fees, charges and disbursements of counsel to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof[reserved];
(l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.08;
(m) the Administrative Agent shall have received (i) evidence satisfactory to it that all Indebtedness under the Existing Credit Agreement shall be simultaneously terminated and all amounts thereunder shall be simultaneously repaid in full, (ii) pay-off and lien release letters from secured creditors of the Loan Parties, if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted by Sections 8.07 and 8.08) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(mo) each of the Lenders shall have received all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.19; provided that such requests are made no less than ten (10) Business Days before the Closing Date; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;
(n) other Loan Party and, if the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions Borrower qualifies as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable a “know your legal entity customer” or similar rules or regulationsunder the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Dynatrace, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit EventEvent on the Closing Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerLoan Parties, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be maintained under filed against each Loan Party, as debtors, in favor of the Loan DocumentsAdministrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativean authorized officer;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer3.1;
(j) the Lenders capital, management and organizational structure of the Loan Parties and their Subsidiaries shall have received a Closing Date Borrowing Base Certificatebe reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received financing statement evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and federal tax lien searches against confirmatory third-party due diligence, each reasonably satisfactory to the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent;
(l) the Administrative Agent shall have received a satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorother Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(nq) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) H▇▇▇▇ & Associates, United States counsel to the Borrower and Guarantors substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower substantially in the form of Exhibit C-2 hereto and (iii) S▇▇▇▇▇▇▇▇ and May, English counsel to J▇▇▇▇ L▇▇▇ LaSalle Limited;
(b) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(c) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor that is a corporation, certified in each instance by its secretary or an assistant secretary (or its equivalent);
(d) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party;
(e) The Administrative Agent shall have received certificates, executed the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(f) The Administrative Agent shall have received to the extent requested by any Bank, such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.12(d) hereof;
(cg) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s 's Authorized Representatives;
(h) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably requestBanks; and
(oi) the Administrative Agent and any Lender The Borrower shall have received any information or materials reasonably required by issued its notes under the Administrative Agent or Indenture in an aggregate principal amount of no less than Euro 165,000,000 and at least $140,000,000 in principal amount of the Term Loan under the Original Credit Agreement shall have been repaid with the proceeds of such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsnotes.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before or concurrently with the initial first Credit Event:
(a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of H▇▇▇▇ & Associates, counsel to the Material Subsidiaries, as Guarantors, Borrower and Guarantors substantially in the Lendersform of Exhibit C hereto;
(b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Certificate of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws and any amendments thereto, certified in each instance by its secretary or an assistant secretary;
(c) The Agent shall have received copies of the partnership agreements of each Guarantor that is a partnership, certified by a general partner or other duly authorized officer thereof to be a true, correct and complete copy thereof;
(d) The Agent shall have received copies of the Certificate of Incorporation and bylaws of each Guarantor that is a corporation, certified in each instance by its secretary or an assistant secretary;
(e) The Agent shall have received copies, certified by the secretary or assistant secretary of each Guarantor that is a corporation, and of each corporate general partner in the case of each Guarantor that is a partnership having a corporation as its general partner, of its board of directors' resolutions authorizing the execution of the Credit Documents;
(f) The Agent shall have received certificates, executed by a general partner of each Guarantor that is a partnership, and by the secretary or assistant secretary of each Guarantor that is a corporation, and of each corporate general partner in the case of each Guarantor that is a partnership having a corporation as its general partner, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents;
(g) The Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.10(a) hereof;
(ch) the Administrative The Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received Bank a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) All legal matters incident to the capital execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;Banks; and
(j) the Lenders The Existing Credit Agreement shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent been terminated and all amounts payable thereunder shall have received financing statement been paid or shall be paid with the proceeds of such initial Credit Event and federal tax lien searches against the BorrowerH▇▇▇▇▇ Trust and Savings Bank, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent Agent, shall have received a written opinion of counsel released any Liens granted to Whitestone REIT, it in connection with the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsExisting Credit Agreement.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Lasalle Partners Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material SubsidiariesGuarantors as of the Closing Date, as Guarantorsthe L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer);
(ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer);
(fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1;
(i) the capital Administrative Agent shall have received all requested financial statements of the Loan Parties, each in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) since December 31, 2023, no material adverse change in the Lenders business, financial condition, operations, performance or Properties of the Loan Parties, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred;
(k) the Administrative Agent shall have received financing statement the Security Agreement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully Pledge Agreement duly executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance Loan Parties party thereto, together with (i) original stock certificates or other similar instruments or securities, if applicable, representing all of the Act (issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary as hereinafter defined) of the Closing Date, and (ii) any applicable “know your customer” stock powers, if applicable, executed in blank and undated for the Collateral consisting of the Stock or similar rules or regulations.other Equity Interest in each such Material Subsidiary;
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement duly executed by signed on behalf of such party or (ii) written evidence satisfactory to the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAgent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(b) if requested by any Lender, the Administrative The Agent shall have received (i) for each Bank, such Lender such Lender’s Bank's duly executed Notes of the Borrower Revolving Credit Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 3.3(a) hereof and (ii) ▇▇▇▇▇▇' duly executed Swing Line Note of the Borrower dated the date hereof;
(c) the Administrative The Agent shall have received evidence for each Bank the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrower and the Guarantors in form and substance satisfactory to the Agent and its counsel;
(d) the Administrative The Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing, for the Borrower’s Borrower and each Material Subsidiary’s Guarantor (to the extent applicable), certified as of a date not earlier than 30 days prior to the date hereof by the Secretary of State of such party's jurisdiction of organization and (ii) certificate or articles of incorporation incorporation, together with all amendments, and bylaws (or comparable organizational documents) and any amendments thereto, for the Borrower and each Guarantor, certified in each instance by its such party's Secretary or an Assistant Secretary;
(e) the Administrative The Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, behalf of the Borrower’s and each Material Subsidiary’s behalfBorrower or such Guarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative The Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(g) The Agent shall have received evidence satisfactory to it that the indebtedness of the Borrower and AJG Financial Services, Inc. owing to ▇▇▇▇▇▇ Trust and Savings Bank, The Northern Trust Company, LaSalle Bank N.A., Bank of America, N.A. and Citibank, N.A. pursuant to the Existing Credit Agreement (except for the Existing L/Cs which are to become Letters of Credit hereunder as set forth in Section 1.2 hereof), has been fully paid and satisfied and that the credit facilities extended by such lenders have been terminated;
(h) the Administrative The Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof;; and
(i) All legal matters incident to the capital execution and organizational structure delivery of Whitestone REIT, the Borrower and its Subsidiaries Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received evidence (i) with respect to each applicable Loan Party, as and to the extent applicable, the Security Agreement (or any joinder thereto) duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of insurance required the issued and outstanding Ownership Interests in the Borrower and each Subsidiary as of the Restatement Effective Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in the Borrower and each Subsidiary to the extent applicable, (C) with respect to any applicable Loan Party, to the extent not previously completed and filed, UCC financing statements to be maintained under filed against the Loan DocumentsParties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent, and (E) the Reaffirmation Agreement duly executed by the Loan Parties; and (ii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of Whitestone REIT’s, the Bonding Agreements in effect on the Restatement Effective Date certified by a Duly Authorized Officer of the Borrower, which documents, including the aggregate bonding availability thereunder, shall be in form and substance reasonably satisfactory to the Administrative Agent or; as to any Surety Intercreditor Agreement and Bonding Agreement which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or otherwise altered since its delivery to the Administrative Agent on the Original Closing Date, except to add J▇▇▇ ▇▇▇▇▇▇▇▇ LLC as an indemnitor under the Bonding Agreement in connection with the J▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition, and otherwise remains in force;
(e) [reserved];
(f) the Administrative Agent shall have received copies of each Loan Party’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoOrganization Documents, certified in each instance by a Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority, or, as to any Organization Documents which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or otherwise altered since its Secretary or Assistant Secretarydelivery to the Administrative Agent on the Original Closing Date and otherwise remains in force;
(eg) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer;
(fh) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gi) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) the Administrative Agent shall have received for itself and for the initial Lenders the fees called for required by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate2.13;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against certification from the Borrower, Whitestone REIT and each Material Subsidiary evidencing ’s Chief Financial Officer or other Duly Authorized Officer of the absence Borrower acceptable to the Administrative Agent of Liens the Solvency of the Loan Parties on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofa consolidated basis after giving effect to the Credit Event on the Restatement Effective Date;
(l) the Administrative Agent shall have received: (i) an executed compliance certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent in the form of Exhibit E, calculated based on Borrower’s financial conditions as of September 30, 2021, which compliance certificate shall also certify that since September 30, 2021, calculated on a Pro Forma Basis for the J▇▇▇ ▇▇▇▇▇▇▇ Acquisition and the incurrence of the Term Loans on the Restatement Effective Date no Material Adverse Effect has occurred; (ii) unaudited historical quarterly financial statements for Parent and its Subsidiaries for the quarter ended September 30, 2021; (iii) a quality of earnings report for J▇▇▇ ▇▇▇▇▇▇▇▇ and its Subsidiaries, prepared by BDO USA, LLP for the twelve months ended August 31, 2021; and (iv) unaudited interim financial statements for J▇▇▇ ▇▇▇▇▇▇▇▇ and its Subsidiaries for the nine month period ended September 30, 2021;
(m) the Administrative Agent shall have received a financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for Permitted Liens;
(n) All existing Indebtedness of the Borrower and its Subsidiaries other than permitted Indebtedness under Section 6.11 of this Agreement shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release;
(o) the Administrative Agent shall have received the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(mp) the Administrative Agent’s due diligence with respect to the Loan Parties and their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent;
(q) each of the Lenders shall have received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and the Administrative Agent shall have received a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for each of the Borrower and each GuarantorLoan Parties;
(nr) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as otherwise permitted by Section 6.11, prior to the Restatement Effective Date and during the Lead Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
(s) the Administrative Agent shall have received copies of the J▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition Agreement and all documents, agreements and instruments executed and delivered in connection therewith (collectively, the “J▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition Documents”), all in form and substance satisfactory to Administrative Agent;
(t) the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the transactions contemplated by the J▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition Documents have closed on terms and conditions consistent with the J▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition Documents;
(u) substantially at the same time as the initial Credit Event, the Administrative Agent shall have received an Additional Guarantor Supplement duly executed by J▇▇▇ ▇▇▇▇▇▇▇▇, LLC, Coating Solutions, LLC and L▇▇▇▇▇▇ Facility & Project Solutions LLC, in form and substance acceptable to Administrative Agent in its reasonable discretion;
(v) substantially at the same time as the initial Credit Event, the Administrative Agent shall have received a Supplemental Security Agreement duly executed by J▇▇▇ ▇▇▇▇▇▇▇▇, LLC, Coating Solutions, LLC and L▇▇▇▇▇▇ Facility & Project Solutions LLC, in form and substance acceptable to Administrative Agent in its reasonable discretion;
(w) the Administrative Agent shall have received the Legacy Claims Letter duly executed by the Loan Parties and the other parties thereto, in form and substance reasonably satisfactory to the Administrative Agent; and
(x) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderL▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens;
(lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent;
(mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries;
(nl) An executed closing Compliance Certificate with financial covenant calculations as of the Administrative Agent shall have received such other agreementsFiscal Quarter ended March 31, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request2025; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower and the Guarantors;
(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and loss payee;
(de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for agreed upon by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing in a form acceptable thereto a certified copy of the Borrower’s internally prepared balance sheet, income statement and federal tax lien searches against cash flow statement without footnotes as of the last day of the Borrower’s 2003 Fiscal Year;
(k) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base after giving effect to the initial Credit Event) in order to satisfy itself as to the value of the Collateral, Whitestone REIT the financial condition of the Borrower and each Material Subsidiary evidencing its Subsidiaries, and the absence lack of Liens on material contingent liabilities of the Borrower and its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries;
(l) the Administrative Agent shall have received a written opinion financing statement, tax, and judgment lien search results against the Property of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to Guarantor evidencing the Administrative Agentabsence of Liens on its Property except as permitted by Section 8.8 hereof;
(m) the Administrative Agent shall have received (i) a fully executed Internal Revenue Service Form W-9 certified copy of all agreements evidencing Indebtedness for Borrowed Money as in effect on the Closing Date and (ii) pay-off and lien release letters from Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch setting forth, among other things, the total amount of indebtedness outstanding and owing pursuant to its credit facility with the Borrower (or outstanding letters of credit issued for the account of the Borrower or any Guarantor) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor;
(n) , which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.Agent;
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required the Guarantee and Security Agreement duly executed by the Borrower, together with UCC financing statements to be maintained under filed against the Loan DocumentsBorrower, as debtor, in favor of the Administrative Agent, as secured party;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Credit Party's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure Administrative Agent shall have received duly completed Borrowing Base Certificate containing calculations of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to Borrowing Base as of the Administrative Agent, the Lenders, and the L/C IssuerClosing Date;
(j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefinancing statement, tax, and judgment lien search results against the Property of the Borrower evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof;
(k) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower, Whitestone REIT which pay-off and each Material Subsidiary evidencing lien release letters shall be in form and substance acceptable to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent;
(l) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryCredit Party, in form and substance reasonably satisfactory to the Administrative Agent;; and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents;
(hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks;
(jg) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(l) the The Administrative Agent shall have received a written opinion duly executed original of counsel the Fee Letters;
(h) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of September 30, 2011;
(i) The Administrative Agent shall have reviewed, with respect to Whitestone REITall Indebtedness and other obligations, absolute or contingent, under the Borrower and credit facilities created by the following agreement, a payoff letter from each Material Subsidiary, lender or agent for a group of lenders in form and substance reasonably satisfactory to the Administrative Agent, together with such termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such lenders securing such obligations which are to be paid off on the Effective Date as the Administrative Agent may reasonably request, duly executed and in form and substance reasonably satisfactory to the administrative agent party to the Existing Credit Agreement;
(j) During the period from December 31, 2010 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness;
(k) The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied;
(l) The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and
(on) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of the Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerParent, the Material SubsidiariesBorrowing Subsidiary, as the initial Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Revolving Notes of the Borrower Parent and, in the case of the Term B Notes, the Borrowing Subsidiary dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws of the Parent, the Borrowing Subsidiary, and the initial Guarantors (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors of the Parent, the Borrowing Subsidiary, and the initial Guarantors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s its behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary;
(fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REITthe Parent, certificates of compliance for the Borrower Borrowing Subsidiary, and each Material Subsidiary the substantive equivalent certificates for the initial Guarantors (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(f) the Administrative Agent shall have received for each Lender a list of the Parent's Authorized Representatives;
(g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof;
(ih) the capital and organizational structure of Whitestone REIT, the Borrower Parent and its Subsidiaries shall be satisfactory to the Administrative Agent, Agent and the Lenders, and including, without limitation, evidence that the L/C IssuerParent's Net Worth as of the Closing Date, after giving effect to the initial advances under the Credits, is not less than $29,188,000;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(ki) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Parent, Whitestone REIT the Borrowing Subsidiary, and each Material Subsidiary the initial Guarantors and of Boomerang and its Subsidiaries (if any) evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof;
(j) the Administrative Agent shall have received a copy of the executed Combination Agreement which shall in form and substance reasonably acceptable to the Administrative Agent;
(k) other than the funding of the Term Loans, all conditions to the Borrowing Subsidiary acquiring not less than 95% of the capital stock of Boomerang pursuant to the Combination Agreement shall have been satisfied and the Administrative Agent shall have received such evidence thereof as it shall reasonably request;
(l) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower Parent and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
(n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and
(o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.
Appears in 1 contract
Sources: Credit Agreement (Lojack Corp)
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for each Lender requesting Notes, such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d);
(c) the Administrative Agent shall have received evidence (i) with respect to each applicable Loan Party, as and to the extent applicable, the Security Agreement (or any joinder thereto) duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of insurance required the issued and outstanding Ownership Interests in the Borrower and each Subsidiary as of the Restatement Effective Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in the Borrower and each Subsidiary to the extent applicable, (C) with respect to any applicable Loan Party, to the extent not previously completed and filed, UCC financing statements to be maintained under filed against the Loan DocumentsParties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent, and (E) the Reaffirmation Agreement duly executed by the Loan Parties; and (ii) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of Whitestone REIT’s, the Bonding Agreements in effect on the Restatement Effective Date certified by a Duly Authorized Officer of the Borrower’s , which documents, including the aggregate bonding availability thereunder, shall be in form and each Material Subsidiary’s articles of incorporation substance reasonably satisfactory to the Administrative Agent or; as to any Surety Intercreditor Agreement and bylaws (Bonding Agreement which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or comparable organizational documents) otherwise altered since its delivery to the Administrative Agent on the Original Closing Date, except to add ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC as an indemnitor under the Bonding Agreement in connection with the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition, and any amendments thereto, certified otherwise remains in each instance by its Secretary or Assistant Secretaryforce;
(e) the Administrative Agent shall have received evidence that the outstanding principal balance and all other Obligations arising under or pursuant to the Existing Term Loans shall have been repaid in full;
(f) the Administrative Agent shall have received copies of each Loan Party’s Organization Documents, certified in each instance by a Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority, or, as to any Organization Documents which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or otherwise altered since its delivery to the Administrative Agent on the Original Closing Date and otherwise remains in force;
(g) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer;
(fh) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable;
(gi) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(hj) the Administrative Agent shall have received for itself and for the initial Lenders the fees called for required by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate2.13;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against certification from the Borrower, Whitestone REIT and each Material Subsidiary evidencing ’s Chief Financial Officer or other Duly Authorized Officer of the absence Borrower acceptable to the Administrative Agent of Liens the Solvency of the Loan Parties on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofa consolidated basis after giving effect to the Credit Event on the Restatement Effective Date;
(l) the Administrative Agent shall have received a written opinion received: (i) an executed compliance certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative AgentAgent in the form of Exhibit E, calculated based on Borrower’s financial conditions as of March 31, 2023, which compliance certificate shall certify on the Restatement Effective Date no Material Adverse Effect has occurred; and (ii) unaudited historical quarterly financial statements for Parent and its Subsidiaries for the quarter ended March 31, 2023;
(m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for the Borrower and each GuarantorPermitted Liens;
(n) All existing Indebtedness of the Borrower and its Subsidiaries other than permitted Indebtedness under Section 6.11 of this Agreement shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such other agreementsrepayment, instruments, documents, certificates, termination and opinions as the Administrative Agent may reasonably request; andrelease;
(o) [reserved];
(p) the Administrative Agent Agent’s due diligence with respect to the Loan Parties and any Lender their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent;
(q) each of the Lenders shall have received received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any information or materials reasonably such Lender required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and the Administrative Agent shall have received a fully executed IRS Form W-9 (or similar rules its equivalent) for each of the Loan Parties;
(r) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or regulations.attempted to obtain, place, arrange or renew any debt financing, except as otherwise permitted by Section 6.11, prior to the Restatement Effective Date and during the Lead Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;
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