Initial Credit Extension. Neither the Lenders nor the Issuer shall be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its by-laws and of its Board of Directors' resolutions authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunder. (iii) An incumbency certificate dated as of the Closing Date, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature of the officers of such entity authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunder, upon which certificate the Lenders, the Issuer and the Agent shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Counterparts of this Agreement executed by the Agent, the Issuer and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lenders.
Appears in 2 contracts
Sources: Revolving Credit Agreement (JPF Acquisition Corp), Revolving Credit Agreement (Yellow Corp)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under the Fee Letter and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws by‑laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement executed (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing, and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such requesting Lender.
(a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the 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 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, 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 (vii) shall be deemed to be satisfied).
(viii) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.
(ix) All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all any reasonable costs, internal charges and out‑of‑pocket expenses required to be reimbursed or paid by the Agent, the Issuer and the Borrower, and telecopy Borrower hereunder.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the date of the initial Credit Extension no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Article XIII that Section 2.10 payable to the order of such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement has been executed by the LendersAgreement.
(x) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Mge Energy Inc)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under the Fee Letter and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement executed (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing, and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such requesting Lender.
(a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the 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 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, 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 (vii) shall be deemed to be satisfied).
(viii) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.
(ix) All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all any reasonable costs, internal charges and out-of-pocket expenses required to be reimbursed or paid by the Agent, the Issuer and the Borrower, and telecopy Borrower hereunder.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the unless:
4.1.1. The Borrower has furnished to the Administrative Agent the following, with sufficient copies for the Lenders:
(i) Copies of the certificate or articles of incorporation incorporation, certificate or articles of organization, certificate of partnership or comparable charter documents of the Borrower and of each GuarantorMaterial Subsidiary, together with all amendments, and a certificate of existence, good standing of and foreign qualification for the Borrower and each such entityMaterial Subsidiary, both each certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its the Borrower’s and each such Material Subsidiary’s applicable jurisdiction of incorporationincorporation or organization and, with respect to foreign qualification certificates, in such jurisdictions as the Administrative Agent has requested.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorMaterial Subsidiary, as applicable, of its by-laws laws, regulations or comparable charter documents, and all amendments thereto, and of its Board of Directors' ’ (or comparable authority) resolutions (or comparable authorizations) and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is the Borrower and/or such Material Subsidiaries are a party and the performance by each such entity consummation of its obligations thereunderthe Mergers and the other Closing Transactions.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorMaterial Subsidiary, as applicable, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and such entity Material Subsidiaries authorized to sign the Loan Documents to which it is the Borrower and/or such Material Subsidiaries are a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of counsel to the Borrower and the Guarantors, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit D.
(vi) A Note payable to the order of each Lender.
(vii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(viii) The Guaranty and the Collateral Documents to be delivered on the Closing Date pursuant to Article XIII that this Agreement has been executed IX.
(ix) The insurance certificate described in Section 5.19.
(x) Initial Engineering Report.
(xi) A copy of each Closing Document requested by the LendersAdministrative Agent, duly executed and delivered by each party thereto, together with a certificate from an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the subject matter thereof.
(xii) Such other documents as any Lender or its counsel may have reasonably requested.
4.1.2. The following additional conditions shall have been satisfied:
(i) The Closing Transactions, including, without limitation, the completion and consummation of the Mergers, shall have been consummated on the terms set forth in the Closing Documents.
(ii) All fees and expenses owing by Borrower or its Subsidiaries to Administrative Agent shall have been paid, including attorneys fees. All documents executed or submitted pursuant to this Section 4.1 by and on behalf of Borrower or any of its Subsidiaries shall be in form and substance satisfactory to Administrative Agent and its counsel. The obligations of the Lenders to make Loans and of the LC Issuer to issue a Facility LC hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 2:00 p.m., Chicago, Illinois time, on June 13, 2005. Upon satisfaction of each of the conditions set forth in this Section 4.1, including, without limitation, the completion and consummation of the Mergers, Borrower and Administrative Agent shall execute and deliver the Certificate of Effectiveness. Upon the execution and delivery of the Certificate of Effectiveness, the Existing Cimarex Credit Agreement shall automatically and completely be amended and restated on the terms set forth herein without necessity of any other action on the part of any Lender, Administrative Agent or Borrower. Until the execution and delivery of the Certificate of Effectiveness, the Existing Cimarex Credit Agreement shall remain in full force and effect in accordance with its terms. Each Lender hereby authorizes Administrative Agent to execute the Certificate of Effectiveness on its behalf and acknowledges and agrees that the execution of the Certificate of Effectiveness by Administrative Agent shall be binding on each such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer LC Issuers shall not be required to make the an initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders of:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws bylaws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of this Agreement executed by the Borrower's counsel, addressed to the Administrative Agent, the Issuer Lenders, and the BorrowerLC Issuers, and telecopy or telephone confirmation dated as of the Closing Date, in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 2.12 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the LC Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders:, in the case of all documents):
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of existence, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower and Guarantor authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or Guarantor.
(iv) Counterparts of this Agreement executed A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent.
(vi) Revolving Credit Notes payable to the order of each of the Lenders and the BorrowerCredit Note payable to the order of LaSalle.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and telecopy or telephone confirmation pursuant to Article XIII signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) The insurance certificate described in Section 5.18.
(ix) The fees due and payable in accordance with the Fee Letters.
(x) Evidence that this the Existing Credit Agreement has been executed by the Lendersterminated, and that all amounts outstanding thereunder have been paid in full.
(xi) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement executed (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the Agentorder of such requesting Lender.
(vii) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.
(viii) Evidence that the Credit Agreement dated July 30, the Issuer and 2010 among the Borrower, various financial institutions and telecopy or telephone confirmation pursuant to Article XIII that this Agreement JPMCB, as administrative agent, has been executed by the Lendersterminated and all amounts payable thereunder (other than contingent indemnity obligations) have been paid in full.
(ix) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer LC Issuers shall not be required to make the an initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders of:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws bylaws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of this Agreement executed by the Borrower’s counsel, addressed to the Administrative Agent, the Issuer Lenders, and the BorrowerLC Issuers, and telecopy or telephone confirmation dated as of the Closing Date, in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 2.12 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 2 contracts
Sources: Credit Agreement (Idacorp Inc), Credit Agreement (Idacorp Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such entity Guarantor, as the case may be, authorized to sign the Loan Documents to which it the Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders in substantially the form of Exhibit E.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been Section 2.14 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) If requested by the LendersAdministrative Agent, written money transfer instructions, in substantially the form of Exhibit F, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of April 8, 2016, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, 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 (xi) shall be deemed to be satisfied).
(xii) Such other documents as the Administrative Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the unless:
4.1.1. The Borrower has furnished to the Administrative Agent the following, with sufficient copies for the Lenders:
(i) Copies of the certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy is continuing.
(v) A written opinion of counsel to the Borrower and the Guarantors, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit E.
(vi) A Note payable to the order of each Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Guaranty and the Collateral Documents described in the Security Schedule.
(x) The insurance certificate described in Section 5.19.
(xi) Initial Engineering Report.
(xii) A copy of each Merger Document duly executed and delivered by each party thereto.
(xiii) Such other documents as any Lender or telephone confirmation its counsel may have reasonably requested.
4.1.2. The following additional conditions shall have been satisfied:
(i) The Merger shall have been consummated.
(ii) All fees and expenses owing by Borrower or its Subsidiaries to Administrative Agent shall have been paid, including attorneys fees.
(iii) Borrower shall have deposited $16,500 with counsel for Administrative Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the assignments and amendments of the Collateral Documents described in the Security Schedule and the related UCC-3 financing statements, as provided pursuant to Article XIII that this Agreement has been executed Section 12.6. If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to the Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by the LendersBorrower pursuant to Section 12.6.
Appears in 1 contract
Sources: Credit Agreement (Cimarex Energy Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower Company has furnished to the Administrative Agent with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation (or similar formation documents) of the Borrower and of each GuarantorCompany, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporationformation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act.
(iib) Copies, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorCompany, of its by-laws and of the resolutions of its Board of Directors' Directors and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Company is a party and the performance by each such entity of its obligations thereunderparty.
(iiic) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorCompany, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Company authorized to sign the Loan Documents to which it the Company is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany.
(ivd) Counterparts of this Agreement executed A certificate, signed by the chief financial officer of the Company, stating that on the date of the initial Credit Extension, no Default or Unmatured Default has occurred and is continuing.
(e) A written opinion of counsel to the Company, addressed to the Lenders and in substance reasonably acceptable to the Administrative Agent.
(f) A Note of the Company for each Lender that has requested Notes pursuant to Section 2.14.
(g) Written money transfer instructions, in substantially the Issuer form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(h) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(i) Certified copies of all required consents and approvals from third parties, including governmental approvals, with respect to the execution and delivery by the Company of, and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed performance by the LendersCompany of its obligations under, each Loan Document to which it is a party.
(j) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions:
(a) the Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantorsuch Borrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(iv) Counterparts A certificate, signed by the Chief Financial Officer or Treasurer of this Agreement such Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company.
(ix) The Guaranty, duly executed by the AgentCompany.
(x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xi) Such other documents as any Lender or its counsel may have reasonably requested.
(b) The presentation of evidence satisfactory to the Issuer Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the Borrowerlenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and telecopy obligations outstanding thereunder shall be paid in full or telephone confirmation pursuant will be paid from the proceeds of the initial Advance.
(c) The presentation of evidence satisfactory to Article XIII the Administrative Agent that this the 364-Day Credit Agreement has dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been executed by terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the Lendersproceeds of the initial Advance.
(d) Payment of the fees described in the letter agreement referred to in Section 10.13.
Appears in 1 contract
Initial Credit Extension. Neither The Lenders acknowledge satisfaction of the Lenders nor the Issuer shall be required to make the initial Credit Extension hereunder unless (a) the following conditions precedent or, as applicable, that Borrower has furnished the following to the Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person and notarized except, in each case, as such shall be listed on Schedule 6.26:
(i) Copies of the articles or certificate of incorporation or organization, as applicable, of the Borrower and of each Guarantorits Domestic Subsidiaries that are Material Subsidiaries, together with all amendments, and a certificate of good standing of each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its such Person's jurisdiction of incorporationorganization or at Borrower's option, by an appropriate officer of Borrower or the relevant Subsidiary, along with certificates of good standing and existence or authority to do business as a foreign entity, as applicable.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorits Domestic Subsidiaries that are Material Subsidiaries, as applicable, of its their respective by-laws laws, operating or other management agreement and of its Board resolutions of Directors' resolutions their respective boards of directors or members and of any other body authorizing the execution and delivery of the Loan Documents to which it such Person is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing DateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorits Domestic Subsidiaries that are Material Subsidiaries, as applicable, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers or managers of such entity the Borrower and its Domestic Subsidiaries authorized to sign the Loan Documents to which it such Person is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate certificates the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement executed each Guarantor that is a Material Subsidiary certifying that on the initial Credit Extension Date such Guarantor is solvent, which certificate shall be, substantially in the form of Exhibit 4.1(iv) hereto.
(v) Both (a) a written opinion or opinions of the Borrower's counsel, addressed to the Lenders and covering such matters as may be required by Agent, in form and substance reasonably satisfactory to the Agent, and (b) an enforceability opinion with respect to the Issuer Acquisition Agreement.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit 4.1(vii), addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The payment to the Agent and the BorrowerLenders of all fees and expenses agreed upon by such Person and the Borrower including those agreed to in that certain Agent and Fee Letter dated July 3, 2000, as amended; execution of such Fee Letter and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by amendments in effect on the Lendersdate hereof).
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such entity Guarantor, as the case may be, authorized to sign the Loan Documents to which it the Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders in substantially the form of Exhibit E.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been Section 2.14 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) Written money transfer instructions, in substantially the Lendersform of Exhibit F, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of October 5, 2007, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Administrative Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the LendersLenders the following:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) The Notes duly executed by the AgentBorrower payable to the order of each Lender.
(vii) Written money transfer instructions, in substantially the Issuer form of Exhibit C, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested except as it relates to the Borrower, 's trade secrets and telecopy or telephone other proprietary information. The Agent shall provide the Borrower with written confirmation pursuant to Article XIII that this Agreement has been executed by upon satisfaction of the Lendersforegoing conditions.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions:
(a) the Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantorsuch Borrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(iv) Counterparts A certificate, signed by the Chief Financial Officer or Treasurer of this Agreement such Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of such Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company.
(ix) The Guaranty, duly executed by the AgentCompany.
(x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xi) Such other documents as any Lender or its counsel may have reasonably requested.
(b) Evidence satisfactory to the Issuer Administrative Agent that the Existing Facilities shall have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the Borrower, and telecopy or telephone confirmation pursuant proceeds of the initial Advance.
(c) Payment of the fees described in the letter agreement referred to Article XIII that this Agreement has been executed by the Lendersin Section 10.13.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Financial Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by a Financial Officer of this Agreement executed by the Agent, the Issuer and the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The Guaranty, the Pledge Agreement and the other documents listed on the List of Closing Documents attached hereto as Schedule 4.1 and not otherwise listed above.
(ix) Such other documents as any Lender or its counsel may have reasonably requested.
(x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(b) the Borrower has paid (or made arrangements to pay concurrently with the making of the initial Credit Extension) all principal, interest, fees and premiums, if any, on all loans and other financial accommodations outstanding under the Existing Credit Agreement and has terminated such agreement, and all Liens granted in connection with the Existing Credit Agreement have been executed by released, and (c) the LendersBorrower has paid to the Agent and the Arranger the fees agreed to in the letter agreement described in Section 10.13 then due and owing.
Appears in 1 contract
Sources: Credit Agreement (Actuant Corp)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such entity Guarantor, as the case may be, authorized to sign the Loan Documents to which it the Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower's and Guarantors' in-house counsel, addressed to the Lenders in substantially the form of Exhibit E.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been Section 2.14 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) Written money transfer instructions, in substantially the Lendersform of Exhibit F, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower's existing credit agreement dated as of April 18, 2012, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Administrative Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its their by-laws and of its their Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it Borrower and each Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of Borrower and such entity Guarantor authorized to sign the Loan Documents to which it Borrower and each Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of Borrower’s and Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The Collateral Documents, fully executed by the Agent, the Issuer and the Borrower, and telecopy all parties thereto.
(ix) The insurance certificate described in Section 5.21.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Clark Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its their by-laws and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it Borrower and each Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of Borrower and such entity Guarantor authorized to sign the Loan Documents to which it Borrower and each Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The Collateral Documents, fully executed by the Agent, the Issuer and the Borrower, and telecopy all parties thereto.
(ix) The insurance certificate described in Section 5.21.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Clark Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions:
(a) the Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantorsuch Borrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(iv) Counterparts A certificate, signed by the Chief Financial Officer or Treasurer of this Agreement such Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing.
(v) Written opinions of Borrowers’ legal counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions (if any), in substantially the form of Exhibit D for the purpose of telephonic notices pursuant to Section 2.16, addressed to the Administrative Agent and signed by an Authorized Officer, or such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) The Guaranty, duly executed by the AgentCompany.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Such other documents as any Lender or its counsel may have reasonably requested.
(b) Evidence satisfactory to the Administrative Agent that, concurrently with the Closing Date, the Issuer and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Existing Credit Agreement has been executed amended and restated in its entirety, and the existing facility thereunder shall have been replaced with the Commitments under this Agreement; and any Existing Facility LCs shall be deemed to have been issued and outstanding under this Agreement and from and after the Closing Date shall be subject to and governed by the Lendersterms and conditions of this Agreement, including the terms of Section 2.21.1.
(c) Payment of the fees described in the Fee Letter.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders, duly certified, executed by the parties thereto, acknowledged and in recordable form, as applicable:
(i) Copies of the Articles or certificate of incorporation of the Borrower and each of each Guarantorthe Initial Guarantors, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) CopiesFor the Borrower and each of the Initial Guarantors, copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Person, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Person is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as For the Borrower and each of the Closing DateInitial Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch Person, which shall identify by name and title and bear the signature signatures of the officers of the such entity Person authorized to sign the Loan Documents to which it such Person is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, PC, counsel to the Borrower and the Initial Guarantors, addressed to the Agent and the Lenders in substantially the form of Exhibit G.
(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit H, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) From the Borrower, the documents, instruments and agreements required pursuant to Section 2.20(i).
(ix) From each of the Initial Guarantors, the documents, instruments and agreements required pursuant to Section 2.20(ii).
(x) From EDS Information Services, LLC, such consents to assignment, attornment and other agreements as the Agent shall require.
(xi) The insurance certificate described in Section 5.20 accompanied by certificates of the issuers of the insurance described therein evidencing that the Agent for the benefit of the Credit Providers is named as a loss payee and additional insured, as applicable, thereunder.
(xii) Acknowledgment copies of all UCC-1 financing statements required by the Agent to be filed hereunder prior to the initial Credit Extension, each accompanied by a UCC search showing such financing statement as duly filed and evidencing the first priority of the security interest of the Agent for the benefit of the Credit Providers perfected thereby.
(xiii) An appraisal of the Real Property in form and detail satisfactory to the Agent prepared on the basis of methodology and by the Agent or an independent MAI appraiser acceptable to the Agent and which appraisal has been reviewed and approved by the Agent.
(xiv) Evidence reasonably satisfactory to the Agent that a title insurance company acceptable to the Agent is irrevocably and unconditionally committed to issue a title insurance policy or policies acceptable to the Agent covering the Real Property on the American Land Title Association Loan Policy (with extended coverage), Form 1970, Amended 10-17-70 showing fee title vested in the Borrower or a Guarantor, with reinsurance as required by the Agent under an ALTA Facultative Reinsurance Agreement executed with Direct Access, modified as required by the Agent, with an aggregate liability limit acceptable to the Issuer Agent, insuring that each deed of trust or other security document encumbering the Real Property constitutes a valid, fully perfected Lien on the fee or leasehold and appurtenant easement interests in the Real Property, subject only to Permitted Collateral Exceptions, and which contains: (a) full coverage against claims of mechanics’ lienors, (b) no exceptions or conditions other than exceptions and conditions approved in writing by the Agent, and (c) endorsements and such other coverage and affirmative statements as the Agent or its counsel may reasonably require.
(xv) Copies of recorded and/or filed releases, reconveyances and terminations of all prior liens, mechanic lien foreclosures and/or lis pendens which appear of record against the Real Property within one hundred twenty (120) days of the Effective Date, and evidence satisfactory to the Agent that all such items have been released or reconveyed prior to the Effective Date (it being expressly agreed and understood that, except as expressly agreed to by the Agent prior to the Effective Date, no liens will be permitted to remain by means of indemnification or by delayed reconveyance).
(xvi) With respect to any Real Property which is leased or subleased by the Borrower or any Guarantor to another Person, a rent roll, certified by a responsible officer of the Borrower as accurate and complete and setting forth such information regarding the leases and other occupancy agreements to which such Real Property is subject as the Agent may reasonably request.
(xvii) Level I environmental reports evidencing an environmental audit of the Real Property performed by an environmental consulting firm acceptable to the Agent to identify the presence of any environmental hazards, including asbestos and other waste, and which audit shall have included (a) a site visit and visual inspection of the Real Property and adjacent properties by a trained professional, (b) a review of applicable historical information about the Real Property and adjacent properties, (c) appropriate inquiries with federal, state and local environmental agencies and/or building departments, and (d) an asbestos survey in which samples were taken and tested of suspected materials.
(xviii) Such other information, documents and certifications concerning the Real Property as the Agent may reasonably request, including, without limitation, soils and geological reports, the permanent certificate of occupancy for the Real Property and all interior space therein, any applicable building/zoning code ordinances and zoning maps, and certified engineering reports.
(xix) A solvency certificate in form and substance acceptable to the Agent duly executed by a responsible financial officer of the Company.
(xx) Evidence satisfactory to the Agent that all fees, costs and expenses which are payable on or before the Effective Date have been, or will on the Effective Date be, paid in full.
(xxi) Evidence reasonably satisfactory to the Agent that all acts and conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the Borrowermaking of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in compliance with all applicable laws.
(xxii) Evidence satisfactory to the Agent that on the Effective Date and after giving effect to the funding of the initial Loans hereunder: (a) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) the Existing Credit Agreement (other than the “Obligations” with respect to the Existing Letters of Credit) have been paid in full and the credit facility evidenced thereby has been terminated, (b) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) that certain Business Loan Agreement dated March 8, 2001 and the related Promissory Note dated March 2, 2001 between the Borrower and Zions have been paid in full and the credit facility evidenced thereby has been terminated, and telecopy (c) such other Indebtedness and Contingent Obligations of the Borrower and its Subsidiaries as the Agent may designate have been paid in full and the credit facilities evidenced thereby have been terminated.
(xxiii) A Borrowing Base Certificate dated no earlier than the last day of the calendar month immediately preceding the month in which the Effective Date shall occur.
(xxiv) Such other documents as any Lender or telephone confirmation its counsel may have reasonably requested. Notwithstanding anything contained herein, in the event the Borrower is unable to timely deliver any of the items required pursuant to Article XIII this Section 4.1, the Required Lenders may, in their sole and absolute discretion, agree to waive such requirements as a condition to the first Credit Extension hereunder, subject to such conditions as the Required Lenders may elect to impose, including, without limitation, that this Agreement has been executed the Borrower shall deliver the same by a date certain and with the Lendersacknowledgement and agreement of the Borrower that the failure of the Borrower to so deliver such items shall be a Default and there shall be no further cure period with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Franklin Covey Co)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make ------------------------ the initial Credit Extension hereunder unless (a) the Borrower has Borrowers have furnished the following to the Agent with sufficient copies for the Lenders:
(i) This Agreement.
(ii) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporationincorporation or organization.
(iiiii) Copies, Copies certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws (or partnership, operating or other management agreement) and of its Board of Directors' (or partners' or members') resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iiiiv) An incumbency certificate dated as of the Closing DateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(ivv) Counterparts A certificate, signed by the chief financial officer of this Agreement the Borrowers, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vi) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(vii) A written opinion of the counsel of Borrowers, addressed to the Agent and Lenders and their counsel in substantially the form of ▇▇▇▇▇▇▇ ▇- ▇, and the written opinions of the local counsel of Borrowers in the State of Mississippi addressed to the Agent and Lenders and their counsel in substantially the form of Exhibit A-2.
(viii) Any Notes requested by a Lender pursuant to Section 2.14.4 payable to the order of each such requesting Lender.
(ix) The Deeds of Trust, executed by the Borrowers, in a form satisfactory to the Agent, the Issuer Lenders and their counsel with respect to the Properties therein described, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the BorrowerLenders executed and delivered by the Borrowers, as mortgagors or assignors, in favor of the Agent, ratably for the Lenders, in order to create and telecopy or telephone confirmation pursuant perfect the Lender Liens in and to Article XIII that this Agreement has been all Collateral described therein.
(x) [Intentionally Omitted]
(xi) The Pledge Agreement, executed by the Company in a form satisfactory to the Agent, the Lenders, and their counsels with respect to the Properties therein described, which are a part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in a form and substance satisfactory to the Agent and the Lenders executed and delivered by the Company as debtor or assignor, in favor of the Agent, ratably for the Lenders, in order to create and perfect the Lender Liens in and to all the Collateral described therein.)
(xii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer of the Borrowers, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(xiii) The Financial Statements described in Section 5.4, together with a closing balance sheet, as of May 31, 2000, reflecting working capital and capitalization consistent with the pro forma balance sheet previously delivered to Agent.
(xiv) Title Opinions from counsel with respect to the producing Oil and Gas Properties included in the Collateral and in a form acceptable to the Agent and the Lenders, covering at least ninety percent of the aggregate value of the Borrowers in such Oil and Gas Properties.
(xv) The Initial Reserve Report.
(xvi) [Intentionally Omitted]
(xvii) Documents (a) confirming the payment in full of all Indebtedness under the Existing Agreement, (b) assigning all Liens on any of the Borrowers' Property securing such Indebtedness to the Agent for the benefit of the Lenders, and (c) terminating the Existing Agreement.
(xviii) Documents confirming (a) the consummation of the Company's proposed common equity offering and the receipt by the Company of gross proceeds of not less than $5,000,000 as evidenced by the documents and instruments governing the Guardian Indebtedness and confirming that no cash interest or principal payments will be paid thereon , (b) that the outstanding amount of the Amerada ▇▇▇▇ Indebtedness does not exceed $1,500,000, (c) that all proceeds of the Company's common equity offering exceeding $5,000,000 have been applied to reduce the outstanding Veritas Indebtedness, and (d) that the Veritas Indebtedness has been converted to a note maturing in not less than 36 months and requiring no cash interest or principal payments except as permitted herein.
(xix) Documents in form and substance satisfactory to Agent subordinating the Amerada ▇▇▇▇ Indebtedness, the Guardian Indebtedness and the Veritas Indebtedness to the Obligations.
(xx) Completion of a satisfactory field audit by Agent with respect to Borrowers' accounts receivable and accounts payable.
(xxi) A certificate, signed by the President of the Borrowers stating that the representations and warranties contained in Article V hereof shall be true and correct on and as of the date of the making of the initial Credit Extension with the same effect as if made on and as of such date.
(xxii) The insurance certificate(s) described in Section 5.19.
(xxiii) There shall not have been, in the sole judgment of the Agent, any material adverse change in the financial condition, business, or operations of any Borrower.
(xxiv) Payment of all facility and administrative fees required to be paid pursuant to any Loan Document or any commitment agreement heretofore entered into and legal fees and disbursements of Agent's counsel.
(xxv) Documents in form and substance satisfactory to Agent establishing the Rate Management Transactions required pursuant to Section 6.25.
(xxvi) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer LC Issuers shall not be required to make the initial Credit Extension hereunder unless (a) (i) all principal, interest and other amounts outstanding under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement shall be repaid and satisfied in full and (ii) all commitments to extend credit thereunder shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement and (b) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws bylaws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of this Agreement executed by the Borrower's counsel, addressed to the Administrative Agent, the Issuer LC Issuers as of the Closing Date and the Borrower, and telecopy or telephone confirmation Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 2.12 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer LC Issuers shall not be required to make the an initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders of:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws bylaws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of this Agreement executed by the Borrower’s counsel, addressed to the Administrative Agent, the Issuer Lenders, and the BorrowerLC Issuers, and telecopy or telephone confirmation dated as of the Closing Date, in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 0 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement executed by (a) the Agent, the Issuer representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower’s counsel, and telecopy or telephone confirmation addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Article XIII that Section 2.10 payable to the order of such requesting Lender.
(vii) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement has been executed by the LendersAgreement.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Mge Energy Inc)
Initial Credit Extension. Neither This Agreement shall not become effective and the Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions:
(a) the Each Borrower has furnished to the Agent with sufficient copies for the LendersAdministrative Agent:
(i) Copies A copy of the articles or certificate of incorporation of the Borrower and of each Guarantorsuch Borrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) CopiesA copy, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch ▇▇▇▇▇▇▇▇, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch ▇▇▇▇▇▇▇▇, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch ▇▇▇▇▇▇▇▇.
(iv) Counterparts A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the Closing Date (A) no Default or Unmatured Default has occurred and is continuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date.
(v) Written opinions of ▇▇▇▇▇▇▇▇▇’ legal counsel, addressed to the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) Executed counterparts of this Agreement executed by the AgentCompany, the Issuer Administrative Agent and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lenders.
(b) [Reserved].
(c) Payment of the fees and other amounts described in the Fee Letters and all other reasonable fees required to be paid, in each case, that are due on or before the date hereof and for which invoices have been presented to the Company at least one Business Day prior to the Closing Date.
(d) The Administrative Agent shall have received, (i) at least five days prior to the Closing Date, all documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, a Beneficial Ownership Certification, in relation to the Company. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each 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 the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Initial Credit Extension. Neither the Lenders nor the Issuer The Banks shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower Company has furnished to the Agent with sufficient copies for the LendersBanks:
(ia) Copies of the certificate Restated Articles of incorporation Incorporation of the Borrower and of each GuarantorCompany, together with all amendments, certified by the Secretary or an Assistant Secretary of the Company, and a certificate of good standing of each such entitystanding, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(iib) Copies, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorCompany, of its by-laws bylaws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderCredit Documents.
(iiic) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorCompany, which shall identify by name and title and bear the original or facsimile signature of the officers of such entity the Company authorized to sign the Loan Credit Documents and the officers or other employees authorized to which it is a party and, in the case of the Borrower, to request Credit Extensions make borrowings hereunder, upon which certificate the Lenders, the Issuer and the Agent Banks shall be entitled to rely until informed of any change in writing by the BorrowerCompany.
(ivd) Counterparts A certificate, signed by a Designated Officer of this the Company, stating that on the date hereof no Default or Event of Default has occurred and is continuing.
(e) Evidence satisfactory to the Agent of the issuance of the Bonds in the form set forth in the Supplemental Indenture and in an aggregate principal amount of $250,000,000 pursuant to the Bond Delivery Agreement.
(f) Favorable opinions of: (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., Deputy General Counsel of the Company, as to the matters set forth in Exhibit B-1 and as to such other matters as the Agent may reasonably request; and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, as to the matters set forth in Exhibit B-2 and as to such other matters as the Agent may reasonably request. Such opinions shall be addressed to the Agent and the Banks and shall be satisfactory in form and substance to the Agent.
(g) Evidence satisfactory to the Agent that the Prior Agreement executed by shall have been or shall simultaneously on the Initial Borrowing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or shall simultaneously with the initial Credit Extension hereunder be, paid in full.
(h) Evidence satisfactory to the Agent that the initial "Credit Extension" under and as defined in the Term Loan Agreement shall have been made or shall be made simultaneously with the initial Credit Extension hereunder.
(i) Evidence, in form and substance satisfactory to the Agent, that the Issuer Company has obtained all governmental approvals, if any, necessary for it to enter into the Credit Documents.
(j) Such other documents as any Bank or its counsel may have reasonably requested. It shall be a further condition precedent to the making of the initial Credit Extension hereunder that the Company shall have paid (i) to the Agent for the account of the Banks the fees required to be paid on the Initial Borrowing Date and (ii) to the Agent and the Borrower, and telecopy or telephone confirmation Arranger the fees required to be paid to them pursuant to Article XIII that this Agreement has been executed by the Lendersfee letter described in Section 13.12.
Appears in 1 contract
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer LC Issuers shall not be required to make the an initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders of:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws bylaws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderDocuments.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderDocuments, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of this Agreement executed by the Borrower’s counsel, addressed to the Administrative Agent, the Issuer Lenders, and the BorrowerLC Issuers, and telecopy or telephone confirmation dated as of the Closing Date, in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative Agent may have reasonably requested.
(viii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the following conditions have been satisfied and/or the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorSubsidiary, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorSubsidiary, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or Subsidiary is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorSubsidiary, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower and each Subsidiary authorized to sign the Loan Documents to which it the Borrower and each Subsidiary is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been executed Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAgent may have reasonably requested.
(viii) The Security Agreements, creating a first priority security interest on the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has paid to the Administrative Agent, the Syndication Agent and the Arrangers, for their respective accounts, the fees required pursuant to the terms of the letters described in Section 10.13 and has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Representatives and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower, in substantially the form of Exhibit A-1, and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Assistant Secretary to the Borrower, in substantially the form of Exhibit A-2, and otherwise in form and substance satisfactory to the Lenders.
(vi) Fully executed counterparts of this Agreement executed (containing all Exhibits and Schedules in their final form), together with any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Representative, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) Properly completed Facility LC Applications for all of the Existing Letters of Credit.
(ix) Evidence, including without limitation a payoff letter in form and substance satisfactory to the Administrative Agent, that the Issuer Existing Credit Agreements and the Borrowerall commitments thereunder have been terminated, all indebtedness or other obligations thereunder have been fully repaid, and telecopy any liens granted in connection therewith have been released.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Maytag Corp)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such entity Guarantor, as the case may be, authorized to sign the Loan Documents to which it the Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be.
(iv) Counterparts of this Agreement executed A certificate, signed by the Agent, the Issuer and chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and telecopy or telephone confirmation is continuing.
(v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders in substantially the form of Exhibit E.
(vi) Any Notes requested by a Lender pursuant to Article XIII that this Agreement has been Section 3.1 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) If requested by the LendersAdministrative Agent, written money transfer instructions, in substantially the form of Exhibit F, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of March 19, 2020, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, 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 (xi) shall be deemed to be satisfied).
(xii) Such other documents as the Administrative Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the each Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the each Borrower and of each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the each Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower or such Guarantor authorized to sign the Loan Documents to which it such Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or such Guarantor.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement the Company, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrowers' counsel and the Guarantors', addressed to the Lenders in substantially the form of Exhibit H.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit I, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) A Guaranty duly executed by the Agent, the Issuer and the Borrower, and telecopy each Guarantor.
(x) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Kaydon Corp)
Initial Credit Extension. Neither the The Lenders nor and the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) until the Borrower has furnished the Administrative Agent with all fees required to be paid to the Lenders on the date hereof, evidence that all obligations under the Existing Credit Facility have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and all of the following, in form and substance satisfactory to the Administrative Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing of each such entitystanding, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or an Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Executed counterparts of this Agreement executed by the AgentBorrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(viii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) A copy of the Issuer and SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(x) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and telecopy signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Such other documents as any Lender or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent (with sufficient copies copies, as requested by the Administrative Agent, for the Lenders) the following:
(i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the Borrower and of each Guarantor, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its the applicable jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its by-laws or agreement of limited partnership, as applicable, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower or such Guarantor is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower or such entity Guarantor authorized to sign the Loan Documents to which it the Borrower or such Guarantor is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower’s internal counsel and external counsel, addressed to the Administrative Agent and the Lenders in form and substance satisfactory to the Administrative Agent and its counsel.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Executed originals of this Agreement executed by and of the AgentSubsidiary Guaranty substantially in the form attached hereto as Exhibit C, each of which shall be in full force and effect, together with all schedules and exhibits required to be delivered pursuant hereto and thereto.
(viii) Evidence that, concurrently with the initial Credit Extension hereunder, the Issuer Trademark Subsidiary Promissory Note is being amended on terms satisfactory to the Administrative Agent to confirm that the obligations of the Borrower hereunder constitute “Senior Debt” under such note (and the BorrowerAdministrative Agent and Lenders hereby consent to such amendment).
(ix) Evidence that concurrently with the initial Credit Extension hereunder, the Prior Agreement is being terminated and telecopy all amounts due and payable thereunder paid.
(x) Such other documents as any Lender, the LC Issuer or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersits counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has Loan Parties have furnished to the Agent with sufficient copies for the Lenders:.
(i) This Agreement or counterparts hereof shall have been duly executed by the Borrower, the Agent and the Lenders; and the Agent shall have received duly executed copies of the Loan Documents and such other documents, instruments, agreements and legal opinions as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, each in form and substance reasonably satisfactory to the Agent.
(ii) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT Act.
(iiiii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iiiiv) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivv) Counterparts of this Agreement executed A certificate, signed by the Agentchief financial officer of the Borrower, stating that on the Issuer initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vi) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vii) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender.
(viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) The Borrower shall have delivered executed copies of all Loan Documents to which it is a party.
(xi) The presentation of evidence satisfactory to the Agent that the Credit Agreement dated September 7, 2004, as amended, among the Borrower, and telecopy the lenders party thereto and the agent named therein shall have been terminated and all liens granted thereunder shall have been released and all indebtedness, has, and obligations outstanding thereunder shall have been paid in full or telephone confirmation pursuant will be paid from the proceeds of the initial Advance.
(xii) The Agent shall have completed its business due diligence and the Borrower's corporate structure, capital structure, material accounts and governing documents shall be acceptable to Article XIII that this Agreement has been executed by the LendersAgent.
(xiii) The Borrower shall have delivered such other documents as the Agent, any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Covansys Corp)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder or to renew the Credit Enhancement Letters of Credit unless (a) the Borrower has furnished to the Agent Agent, with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this Agreement the Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's and Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) The Revolving Notes and the Term Notes, executed by the AgentBorrower payable to the order of each Lender.
(vii) The Collateral Documents, the Issuer executed (and acknowledged where applicable) by the Borrower.
(viii) The Guaranty, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Guarantor.
(ix) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(x) Copies of the articles or certificate of incorporation of the Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(xi) Copies, certified by the Secretary or Assistant Secretary of the Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Guarantor is a party.
(xii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Guarantor, which shall identify by name and title and bear the signatures of the officers of the Guarantor authorized to sign the Loan Documents to which the Guarantor is a party.
(xiii) Evidence satisfactory to the Agent and the Lenders that the liens and security interests granted to the Agent under the Collateral Documents are first and prior perfected lien and security interests, subject only to the liens, security interests and encumbrances permitted under Section 6.15.
(xiv) Endorsements to the title policies previously provided to Bank One with regard to the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage-Warehouse, and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage-Mfg.
(i) advancing the effective dates of such policies to the date of recording of the Mortgages, (ii) providing that the insured party is the Agent, for the benefit of the Lenders, and (iii) providing that the insured mortgages are the Mortgages.
(xv) If an initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xvi) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Dmi Furniture Inc)
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, Copies certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts Copies of this Agreement the articles or certificate of incorporation of GPU, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(v) Copies, certified by the Secretary or Assistant Secretary of GPU, of its by-laws authorizing the execution of the Loan Documents to which GPU is a party.
(vi) An incumbency certificate, certificate, executed by the AgentSecretary or Assistant Secretary of GPU, which shall identify by name and title and bear the Issuer signatures of the Authorized Officers and any other officers of GPU authorized to sign the Loan Documents to which GPU is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPU.
(vii) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension no Default or Unmatured Default has occurred and telecopy or telephone confirmation pursuant is continuing.
(viii) A written opinion of the Borrower's counsel, addressed to Article XIII that this Agreement has been executed by the Lenders.Lenders in substantially the form of Exhibit A.
Appears in 1 contract
Sources: Credit Agreement (Gpu Inc /Pa/)
Initial Credit Extension. Neither the Lenders nor the Issuer The Banks shall not be required to make ------------------------ the initial Credit Extension hereunder unless (a) the Borrower Company has furnished to the Agent Agent, with sufficient copies for the LendersBanks:
(ia) Copies of the articles or certificate of incorporation (or similar constitutive documents) of the Borrower Company and of each GuarantorGuarantor (collectively, the "Loan Parties"), together with all amendments, and a certificate of good standing of each such entitystanding, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporationorganization.
(iib) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorLoan Party, of its byBy-laws Laws (or similar constitutive documents) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution and delivery of the Loan Documents to which it is a party and the performance by each such entity of its obligations thereunderparty.
(iiic) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorLoan Party, which shall identify by name and title and bear the signature of the officers of such entity Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, and to request Credit Extensions make borrowings hereunder, upon which certificate the Lenders, the Issuer and the Agent Banks shall be entitled to rely until informed of any change in writing by the BorrowerCompany.
(ivd) Counterparts A certificate, signed by an Authorized Officer of this the Company, stating that as of the date of the initial Credit Extension no Default or Unmatured Default has occurred and is continuing.
(e) A written opinion of the Loan Parties' counsel, addressed to the Banks in substantially the form of Exhibit B hereto.
(f) Notes payable to the order of each of the Banks.
(g) Evidence satisfactory to the Banks that the Existing Credit Agreement executed by the Agentshall have been, the Issuer or shall simultaneously with any initial Credit Extension hereunder be, terminated and the Borrowerall indebtedness and obligations thereunder shall have been, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lendersshall simultaneously with any initial Credit Extension hereunder be, paid in full.
(h) Such other documents as any Bank or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the Lenders nor the Issuer shall be required The Lenders' obligation to make the initial Credit Extension hereunder unless (a) the Borrower has furnished is subject to the Administrative Agent with sufficient copies for having received on or before the Lenders:
(i) Copies date of such initial Credit Extension all of the following documents, each in form and substance satisfactory to the Administrative Agent and in such number of counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each member of the Bank Group, and the Guaranties executed by each Guarantor in the form of Exhibit F-1, or in the case of the Parent's Guaranty, Exhibit F-2. A certificate of incorporation the secretary or an assistant secretary of the Borrower and of each GuarantorParent certifying, together with all amendmentsinter alia, and a certificate of good standing of each such entity, both certified as of a date reasonably close (1) to the Closing Date extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as body of the Closing Date Parent (A) authorizing the execution, delivery and performance by the Secretary or Assistant Secretary of the Borrower and of each Guarantor, of its by-laws and of its Board of Directors' resolutions authorizing the execution and delivery Parent of the Loan Documents to which it is or will be a party and the performance consummation of the transactions contemplated thereby, (B) authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent and (C) authorizing Officers of the Parent to execute and deliver the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by each such entity this Agreement, (2) the articles of its obligations thereunder.
incorporation and bylaws (iiior other similar charter documents) An incumbency certificate dated of the Parent as in effect on and as of the Closing DateEffective Date and (3) the incumbency and, executed by the Secretary or Assistant Secretary if such Officer is an individual, specimen signatures of the Borrower and of each Guarantor, which shall identify by name and title and bear the signature Officers of the officers of such entity authorized to sign the Parent executing any Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of (iv1) Counterparts of this Agreement resolutions executed by the Agentpartners of the US Borrower (A) authorizing the execution, delivery and performance by the Issuer US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower, and telecopy (C) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or telephone confirmation security document contemplated by this Agreement and (2) the limited partnership agreement of the US Borrower and all amendments thereto. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. [Reserved]. A certificate of the secretary or an assistant secretary of each Guarantor or the general partner of such Guarantor certifying, inter alia, (1) unless otherwise provided pursuant to Article XIII Section 6.14, to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such Person or such Person's general partner on behalf of such Person (A) authorizing the execution, delivery and performance by such Person or such Person's general partner on behalf of such Person of the Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (B) authorizing Officers of such Person or such Person's general partner on behalf of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement, (2) the articles of incorporation and bylaws (or other similar charter documents) of such Person or general partner of such Person as in effect on and as of the Effective Date and (3) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person or such Person's general partner on behalf of such Person executing any Loan Documents to which it is a party. A certificate, signed by the chief financial officer or Treasurer of each Borrower, stating that this Agreement on the initial Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing. Favorable written legal opinions substantially the form of Exhibit ▇-▇, ▇-▇, ▇-▇, and A-4. Any Note requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. If the initial Credit Extension will be, or includes, the issuance of a Facility LC, a properly completed Facility LC Application. The Administrative Agent shall have determined that prior to the Execution Date, and the chief financial officer or Treasurer of the Parent shall have executed and delivered a certificate certifying that, as of the Effective Date, there has been executed no material adverse change in the Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of December 31, 2004 as previously delivered to the Administrative Agent. Payment to the Administrative Agent and the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Credit Parties to the Obligations in the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in the form of Exhibit H. Such other documents as the Administrative Agent or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the LendersBorrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall will not be required to make the initial Credit Extension hereunder unless (a) the Borrower unless:
4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders:
(i) Copies of the certificate of incorporation or certificate of organization or formation, as applicable, of each of the Borrower and of each GuarantorCredit Parties, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its their respective jurisdiction of incorporationorganization.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorCredit Parties, of its their respective by-laws or operating agreement or regulations, as applicable, and of its their respective Board of Directors' or members/managers' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it each Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorCredit Parties, which shall will identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it such Borrower is a party andparty, in with the case of the Borrower, to request Credit Extensions hereunder, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent shall be Lenders being entitled to rely on such certificate until informed of any change in writing by the such Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct and that no Material Adverse Effect has occurred.
(v) A favorable written closing opinion of outside counsel to the Borrowers, addressed to the Administrative Agent and the Lenders in form, scope and substance satisfactory to the Administrative Agent.
(vi) This Agreement and a Note payable to the order of each Lender and, the Subsidiary Guaranty by any Material Subsidiary substantially in the form of Exhibit E of this Agreement executed by Agreement.
(vii) Arrangements satisfactory to the Administrative Agent, the LC Issuer and any applicable beneficiary concerning payment in full of any Indebtedness owing under the BorrowerExisting Credit Agreement to the Existing Lenders, including all interest thereon and telecopy that any unexpired letters of credit issued thereunder have been terminated or telephone confirmation pursuant otherwise collateralized to Article XIII that this Agreement has been executed the satisfaction of the Administrative Agent and the LC Issuer under the Existing Credit Agreement, including evidence satisfactory to Unit and the Administrative Agent of the cancellation of the Commitments issued under the Existing Credit Agreement, termination of the credit facilities established under the Existing Credit Agreement.
(viii) Such other documents, certificates, instruments and information as any Lender or its counsel may have reasonably requested and satisfactory review by the Lenders of all environmental, litigation, insurance and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and/or the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders.
(ix) All facility fees owed to the Lenders and all fees and expenses owing by Borrowers to Administrative Agent will have been paid, including the reasonable attorneys fees and expenses of legal counsel for the Administrative Agent that have been billed and submitted to the Agent as of the Closing Date (such amount payable by Borrowers being subject to the term sheet).
Appears in 1 contract
Sources: Senior Credit Agreement (Unit Corp)
Initial Credit Extension. Neither This Agreement shall not become effective and the Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions:
(a) the Each Borrower has furnished to the Agent with sufficient copies for the LendersAdministrative Agent:
(i) Copies A copy of the articles or certificate of incorporation of the Borrower and of each Guarantorsuch Borrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) CopiesA copy, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch ▇▇▇▇▇▇▇▇, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it such Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each Guarantorsuch ▇▇▇▇▇▇▇▇, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity Borrower authorized to sign the Loan Documents to which it such Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch ▇▇▇▇▇▇▇▇.
(iv) Counterparts A certificate, signed by the Chief Financial Officer or Treasurer of such ▇▇▇▇▇▇▇▇, stating that on the Closing Date (A) no Default or Unmatured Default has occurred and is continuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date.
(v) Written opinions of ▇▇▇▇▇▇▇▇▇’ legal counsel, addressed to the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) Executed counterparts of this Agreement executed by the AgentCompany, the Issuer Administrative Agent and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by the Lenders.
(b) [Reserved].
(c) Payment of the fees and other amounts described in the Fee Letters and all other reasonable fees required to be paid, in each case, that are due on or before the date hereof and for which invoices have been presented to the Company at least one Business Day prior to the Closing Date.
(d) The Administrative Agent shall have received, (i) at least five days prior to the Closing Date, all documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, a Beneficial Ownership Certification, in relation to the Company.
(e) Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each 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 the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (ai) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:Lenders each of the following documents and (ii) each of the following events shall have occurred, as applicable (such date being the "Effective Date"):
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorMaterial Domestic Subsidiary, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporationincorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorMaterial Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors' Directors or executive committee as the case may be and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorMaterial Domestic Subsidiary, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in form and substance reasonably acceptable to the Administrative Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) This Agreement duly completed and executed by Borrower.
(ix) the Guaranty, the Security Agreement and the Subsidiary Security Agreement each in form and substance reasonably acceptable to the Administrative Agent and each duly completed and executed by the Borrower or the Subsidiaries party thereto, as applicable.
(x) The insurance certificate described in Section 5.20 together with insurance certificates for all insurance required to be maintained pursuant to Section 4.3.2 of the Security Agreement and the Subsidiary Security Agreement naming the Administrative Agent, the Issuer and the Borrower, and telecopy or telephone confirmation pursuant to Article XIII that this Agreement has been executed by on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent.
(xi) A solvency certificate with respect to the Borrower and its Subsidiaries signed by an Authorized Officer of Borrower in form and substance reasonably acceptable to the Administrative Agent.
(xii) Copies of the Spin-Off Documents.
(xiii) The Principal Spin-Off Transactions shall have been consummated.
(xiv) A pay-off letter in form and substance reasonably satisfactory to the Administrative Agent with respect to the Existing Credit Agreements. The Existing Credit Agreements shall have been terminated and all outstanding indebtedness thereunder shall have been paid in full.
(a) Such duly completed UCC-1 financing statements as the Administrative Agent shall have previously requested to perfect its Lien in the Collateral; (b) copies of searches of financing statements filed under the Uniform Commercial Code with respect to the assets of the Borrower and its Domestic Subsidiaries in such jurisdictions as the Administrative Agent may request; and (c) such duly executed UCC-3 termination statements and similar documents as the Administrative Agent may request with respect to any security interests securing the obligations of the Borrower or its Subsidiaries under the Existing Credit Agreements.
(xvi) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Initial Credit Extension. Neither The Lenders and the Lenders nor the Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Administrative Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement executed (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the Agentorder of such requesting Lender.
(vii) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.
(viii) Evidence that the Amended and Restated Credit Agreement dated December 21, the Issuer and 2005 among the Borrower, various financial institutions and telecopy or telephone confirmation pursuant to Article XIII that this Agreement JPMorgan Chase Bank, N.A. as administrative agent, has been executed by the Lendersterminated and all amounts payable thereunder (other than contingent indemnity obligations) have been paid in full.
(ix) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. Neither the The Lenders nor the Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and of each GuarantorBorrower, together with all amendments, and a certificate of good standing of standing, each such entity, both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan Documents to which it the Borrower is a party and the performance by each such entity of its obligations thereunderparty.
(iii) An incumbency certificate dated as of the Closing Datecertificate, executed by the Secretary or Assistant Secretary of the Borrower and of each GuarantorBorrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such entity the Borrower authorized to sign the Loan Documents to which it the Borrower is a party and, in the case of the Borrower, to request Credit Extensions hereunderparty, upon which certificate the Lenders, the Issuer Agent and the Agent Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Counterparts A certificate, signed by the chief financial officer of this the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) A Note issued by the Borrower pursuant to Section 2.13 payable to the order of Bank One in the original principal sum of $75,000,000.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The insurance certificate described in Section 5.20.
(ix) A Purchase and Sale Agreement among Stream Gas Co., The Church in Austin, The Church in Oklahoma City and Equity Oil Company dated as of April 4, 2002, for the acquisition of certain producing oil and gas properties located in Yolo County, California (the "Yolo County Properties"), which agreement shall be fully executed and otherwise be satisfactory in form and substance to the Agent.
(x) An affidavit executed by the Borrower relating to the Yolo County Properties in the form of Exhibit F attached hereto (the "Affidavit of Payment of Trade Bills"), containing the information as provided therein, which shall be satisfactory to the Agent.
(xi) A certificate with respect to the Yolo County Properties in the form of Exhibit D attached hereto (the "Property Certificate") containing the information as provided therein, which shall be satisfactory to the Issuer Agent.
(xii) Receipt of title opinions and other title information and data acceptable to the BorrowerLender covering the Yolo County Properties, reflecting title to the Mineral Interests of the Borrower therein which is acceptable to the Agent.
(xiii) Receipt of a notice in compliance with the provisions of Section 26.02 of the Texas Business and telecopy Commerce Code (the "Section 26.02 Notice").
(xiv) A mortgage or telephone confirmation deed of trust (an "Oil and Gas Mortgage"), which shall be in form and substance satisfactory to the Agent pursuant to Article XIII that this Agreement has been which the Borrower mortgages to the Agent its entire Mineral Interests in the Yolo County Properties.
(xv) The amendment of all existing mortgages and deeds of trust previously executed by the LendersBorrower in favor of Bank One, individually, to reflect that such Mortgaged Properties now secure all of the Obligations hereunder and that the beneficiary thereof is the Agent, all pursuant to one or more mortgage or deed of trust amendments (each a "Mortgage Amendment"), which shall be satisfactory in form and substance to the Agent.
(xvi) Canadian Collateral Security Documents, which shall be satisfactory in form and substance to the Agent.
(xvii) Evidence satisfactory to the Agent that the Borrower is in compliance with the representation set forth in Section 5.22 of this Agreement.
(xviii) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Loan Agreement (Equity Oil Co)