Initial Funding. The obligation of the Lender to make the Initial Funding is subject to its receipt by the Lender of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantors. (d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding. (e) The Note, duly completed and executed. (f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary. (g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto. (h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof. (i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report. (j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender U.S. Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender U.S. Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender U.S. Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the U.S. Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the U.S. Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the U.S. Borrower (y) who are authorized to sign the Loan Documents to which U.S. Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the U.S. Borrower, certified on behalf of the U.S. Borrower as being true and complete. The Lender U.S. Agent and the Lenders may conclusively rely on such certificate until it the U.S. Agent receives notice in writing from the U.S. Borrower to the contrary.
(b) A certificate of the respective Secretary or an Assistant Secretary of each Guarantor of the Canadian Borrowers setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Canadian Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor Canadian Borrower (y) who are authorized to sign the Loan Documents to which such Guarantor Canadian Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or partnership agreement, as applicable, of such Guarantor, Canadian Borrower certified on behalf of such Canadian Borrower as being true and complete. The Lender Agents and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor Canadian Borrower to the contrary.
(c) Certificates of the appropriate state and Canadian agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Sources: Credit Agreement (Petrocorp Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower’s general partner, SB Energy, setting forth (i) resolutions of its board of directors or managers, as applicable, with respect to the authorization of the Borrower SB Energy to execute and deliver the Loan Documents on behalf of the Borrower and itself, to which it each is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk▇▇▇▇, L.L.P.Esq., special counsel to the BorrowerObligors and from other local counsel acceptable to the Administrative Agent with respect to the due formation, substantially authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.013.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(c) [Reserved]
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsGuarantor(s)/Subsidiaries.
(de) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(ef) The NoteNotes, if any, duly completed and executed.
(fg) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gh) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Chalk▇▇▇▇ LLP, L.L.P.Texas counsel (and Liskow & ▇▇▇▇▇, special A PLC and such other out of state counsel as Agent shall require) to the Borrower, substantially its Subsidiaries and Guarantors in form and substance satisfactory to the form Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Agent and its counsel may request, including, without limitation, the enforceability of Exhibit D heretothe Mortgages and other Security Instruments and the validity and means of perfection of the liens created thereby.
(hi) A certificate of insurance coverage of the Borrower evidencing that the Borrower is its Subsidiaries, and the Guarantors are carrying insurance in accordance with Section 7.19 hereof4.19.
(ij) Title information as the Lender Agent may require from attorneys satisfactory to the Lender Agent setting forth the status of title to at least eighty percent (80%) % of the value of the Oil and Gas Properties included in the Initial Reserve ReportReports, including, without limitation, the Oil and Gas Properties owned by Southern G.
(k) [Reserved]
(l) [Reserved]
(m) [Reserved]
(n) [Reserved]
(o) [Reserved]
(p) Agent shall have received, reviewed, and be satisfied, in Agent’s sole discretion, with:
(i) the annual and most recent interim financial statements described in Section 4.02;
(ii) the Initial Reserve Reports;
(iii) such lien searches as the Agent shall require covering Mortgaged Property; and
(iv) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 4.22, and (2) all other material documents and agreements as the Agent shall have requested).
(jq) List Other than with respect to delivery of purchasers the cash Closing Payment and the shares of Hydrocarbons produced Crimson Parent Common Stock that comprise the Stock Purchase Price (as such terms are defined in the Acquisition Agreement), all conditions precedent to the consummation of the transactions contemplated by the Acquisition Agreement shall have been satisfied (or, if consented to in writing by the Agent, waived), and Borrower shall have delivered to Agent copies of the Acquisition Agreement and all other documents, assignments, instruments, and other agreements, executed and delivered in connection therewith (collectively, the “Acquisition Documents”).
(r) All obligations and indebtedness under the “Second Lien Loan Documents” as defined in the Existing Credit Agreement shall have been paid in full, all commitments (if any) in respect thereof terminated and all guaranties thereof and security therefor discharged and released or assigned on terms and provisions satisfactory to the Agent. After giving effect to the acquisition of the Acquired Assets and the related incurrence of Debt hereunder and under the First Lien Loan Agreement and the other transactions contemplated hereby, the Borrower and its Subsidiaries shall have no indebtedness other than (i) Debt outstanding hereunder and under the First Lien Loan Agreement and (ii) Debt set forth in Schedule 6.01.
(s) The First Lien Loan Agreement shall have been executed and delivered and the transactions contemplated thereby shall have been consummated and Borrower shall have furnished to Agent copies of the First Lien Loan Agreement and the First Lien Loan Documents, including, without limitation, the Intercreditor Agreement, in each case, fully executed by all parties thereto, each of which shall be in form and substance reasonably satisfactory to the Agent.
(t) Agent shall have received (i) satisfactory evidence of Borrower’s receipt from the Seller of unencumbered title to 100% of the equity interests of Southern G and that Southern G has good and defensible title to the Oil and Gas Properties acquired in connection with the Acquisition, subject only to Excepted Liens, and other Liens permitted by Section 6.02, (ii) such financial statements and other information in respect of the Acquired Assets, including lease operating expense statements in respect of the Oil and Gas Properties owned by Southern G for the 2005 and 2006 years and other operating and financial information, as is reasonably available to the Borrower's , which information shall not be materially inconsistent with the information previously provided to the Agent or any Lender, and (iii) satisfactory evidence that Southern G has no Debt (other than Debt arising under the Loan Documents and the Second Lien Loan Documents) and has conducted no business activities or operations other than those relating to ownership of Oil and Gas Properties acquired by it pursuant to that certain Purchase and Sale Agreement by and among Anadarko Petroleum Corporation, Anadarko E & P Company LP, ▇▇▇▇▇▇ Petroleum Corporation and ▇▇▇▇-▇▇▇▇▇ Oil & Gas Onshore LP, as Seller, and Exco Resources Inc. and Southern G as Purchaser dated as of February 1, 2007.
(u) The Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the acquisition of the Acquired Assets and the related incurrence of Debt hereunder and under the First Lien Loan Agreement as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which pro forma financial statements shall be in form and substance satisfactory to the Agent.
(v) The Agent shall have received a certificate, in form and substance reasonably satisfactory to the Agent, from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the acquisition of the Acquired Assets and the related incurrence of Debt hereunder and under the First Lien Loan Agreement and the other transactions contemplated hereby, are solvent.
(w) All requisite Governmental Authorities and third parties shall have approved or consented to the acquisition of the Acquired Assets (except for any such consents routinely obtained on a post-closing basis in transactions similar to the Acquisition or with respect to which the failure to have been obtained would not reasonably be expected to have a Material Adverse Effect if not obtained) and the related incurrence of Debt hereunder and under the First Lien Loan Agreement and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on any of such transactions.
(x) The Borrower shall have entered into Hedging Agreements establishing a commodity price hedging program consistent with the pricing assumptions contained in the financial models of the Borrower previously provided to the Agent, such Hedging Agreements to be in form and substance reasonably satisfactory to, and with Lenders (as defined in the First Lien Loan Agreement) or affiliates of such Lenders or any other counterparty or counterparties acceptable to, the Agent, covering not less than 75% of the anticipated production as of the Closing Date from proved, developed, producing Oil and Gas Properties of the Borrower and the Guarantors including the Oil and Gas Properties acquired in the Acquisition through December 31, 2011.
(y) [Reserved]
(z) The Administrative Agent shall have received, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”).
(aa) Such other documents, in form and substance satisfactory to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to each of the Borrower’s, each of the Guarantor’s and each of the Borrower’s Subsidiaries’ Oil and Gas Properties including, without limitation, the Oil and Gas Properties of Southern G and any other Mortgaged PropertiesProperties and (ii) all Material Agreements.
(i) The obligation of the Lenders to make Loans to the Borrower on the Closing Date is subject to the further conditions precedent that, as of the date of such Loans and after giving effect thereto:
(ii) no Default shall exist;
(iii) no Material Adverse Effect shall have occurred since December 31, 2006;
(iv) the representations and warranties made by the Borrower in Article IV and in the Security Instruments shall be true on and as of the date of the making of such Loans with the same force and effect as if made on and as of such date and following such new borrowing, except to the extent such representations and warranties are expressly limited to an earlier date or the Required Lenders may expressly consent in writing to the contrary; and
(v) after giving effect to the requested borrowing or borrowings, no Default will exist and no Default (as defined in the First Lien Loan Agreement) will exist. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in Section 3.01(aa)(iv) and Section 3.01(aa)(v) (both as of the date of such notice and, unless the Borrower otherwise notifies the Agent prior to the date of and immediately following such borrowing as of the date thereof).
Appears in 1 contract
Sources: Second Lien Credit Agreement (Crimson Exploration Inc.)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsBorrower.
(dc) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(ed) The NoteNotes, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(ge) An opinion of MichenerJones, LarimoreWalker, SwindleWaechter, WhitakerPoitevent, FlowersCarrere & Denegre, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., L.L.P. special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(hf) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇Bond & ▇▇▇▇▇▇ & ChalkLLP, L.L.P., special counsel to the BorrowerObligors and from other local counsel acceptable to the Administrative Agent with respect to the due formation, substantially authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated --------- as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Sources: Credit Agreement (Aroc Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate Certificates of the Secretary or an Assistant Secretary of KOC and the Borrower Parent setting forth (i) resolutions of its board the boards of directors with respect to the authorization of each of the Borrower Borrowers to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of KOC and the Borrower Parent (y) who are authorized to sign the Loan Documents to which a Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or Partnership Agreement, as applicable, of the BorrowerBorrowers, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate certificates until it the Agent receives notice in writing from the Borrower Borrowers to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor of the Guarantors or the Guarantors' general partner, as applicable, setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor each of the Guarantor's to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor the Guarantors or the Guarantors' general partner (y) who are authorized to sign the Loan Documents to which such a Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or Partnership Agreement, as applicable, of such Guarantorthe Guarantors, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such the Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion Favorable opinions of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk▇. ▇▇▇▇▇, L.L.P.general counsel of Parent, special and local counsel opinions for the States of Alabama, Arkansas, Louisiana, New Mexico and Texas, in form and substance reasonably satisfactory to the BorrowerAgent and the Lenders, substantially in as to such matters incident to the form of Exhibit D heretotransactions herein contemplated as the Agent and the Lenders may reasonably require.
(hg) A certificate of insurance coverage of the Borrower Borrowers evidencing that the Borrower is Borrowers are carrying insurance in accordance with Section 7.19 hereofhereof and certifying that such coverage is usual and customary for similar companies operating in the oil and gas business and complies with the requirements of the Loan Documents.
(h) The Security Instruments and accompanying financing statements covering the Mortgaged Property shall have been properly executed and delivered to the Agent for subsequent filing and recording, as applicable, in the appropriate offices to establish and perfect the Liens and security interests created thereby.
(i) Title information as The Agent shall have been furnished with appropriate UCC search certificates reflecting no prior liens or security interests except for liens being released with the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) proceeds of the value of Initial Funding or securing the Oil and Gas Properties included in the Initial Reserve ReportIndebtedness.
(j) List of purchasers of Hydrocarbons produced from Confirmation satisfactory to the Borrower's Mortgaged PropertiesAgent that the SCANA Acquisition shall be concurrently consummated.
(k) The Contour Transaction shall have been consummated.
(l) Such other documents as the Agent or any Lender or special counsel to the Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to the Fee Letters and/or Section 2.04 2.05 on or before the Closing Date and the receipt by the Lender Agents of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which the Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board Board of directors Directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws bylaws, or other constitutive documents, of such Guarantor, certified as being true and complete. The Lender Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇Bond & ▇▇▇▇▇▇ & ChalkLLP, L.L.P., special counsel to the BorrowerObligors and from other local counsel acceptable to the Administrative Agent with respect to the due formation, substantially authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agents and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or as otherwise agreed to in writing among the Obligors, the Agents and the Arranger and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A a certificate dated the Closing Date of the Secretary or an Assistant Secretary of each of the Borrower Obligors and Guarantors or the general partner of each such Person that is a partnership setting forth (i) resolutions of its board of directors (or applicable governing body) with respect to the authorization of the Borrower such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower such Person (y) who are authorized to sign the Loan Documents to which Borrower such Person is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the such authorized officers, and (iv) the articles or certificate Organizational Documents of incorporation and bylaws of the Borrowersuch Person, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it Administrative Agent receives notice in writing from such Guarantor Person to the contrary.;
(cb) Certificates certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower each Obligor and Guarantors.Guarantor;
(dc) A a compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.;
(ed) The Notethis Agreement and the Notes, duly completed and executed.;
(fe) The the Security Instruments Instruments, including those described on Exhibit EE-1 (other than the Blocked Account Control Agreements and the Securities Account Control Agreements for Deposit Accounts or Securities Accounts with a depositary institution or Securities Intermediary other than JPMorgan or an Affiliate thereof), duly completed and executed in a sufficient number of counterparts for recording, if necessary. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall:
(i) be reasonably satisfied that the Security Instruments create (a) first and prior security interests in the issued and outstanding capital stock and other equity and ownership interests of all existing or hereafter created or acquired Domestic Subsidiaries of the Obligors and Guarantors (other than the Subsidiaries of EEX Reserves, and in the case of EEX Reserves only the rights to share in allocations and distributions on the outstanding ownership interests of EEX Reserves actually owned by the Obligors and Guarantors), as well as sixty-five percent (65%) of such issued and outstanding stock and other equity interests of all existing or hereafter created or acquired first-tier Foreign Subsidiaries (other than EEX Asahan Ltd.) of the Obligors and Guarantors, (b) first and prior mortgage liens and security interests (subject only to Excepted Liens identified in clauses (i) to (v), (vii), (viii), (xi) and (xii) of the definition thereof) covering all of the Borrower's and Guarantors' off-shore Oil and Gas Properties and all proved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00), and (c) first and prior security interests (subject to Excepted Liens) in the other material tangible and intangible assets of the Borrower and Guarantors, including, without limitation, the EEX Note and the Convertible Notes; provided, however, that in no event shall the aforementioned first and prior mortgage lien and security interest extend to the FPS or any Secured Notes repurchased by the Obligors;
(ii) be reasonably satisfied that the Security Instruments create security interests in any hedging obligations owing to the Lenders or their Affiliates permitted under this Agreement;
(iii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding capital stock or equivalent ownership interest of each of the Domestic Subsidiaries (other than the Subsidiaries of EEX Reserves and not less than 65% of all of the issued and outstanding capital stock or equivalent ownership interest of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) which is directly owned by either an Obligor or a Domestic Subsidiary; and
(iv) have received fully executed Blocked Account Control Agreements and Securities Account Control Agreements in substantially the same form as Exhibit E-3 and E-4, as the case may be, for all Deposit Accounts and Securities Accounts, as applicable, that a Borrower and Guarantor holds with JPMorgan or an Affiliate thereof.
(gf) An an opinion addressed to each of Michenerthe Agents, LarimoreIssuing Bank and Lenders of (i) Akin, SwindleGump, WhitakerStrauss, Flowers▇▇▇▇▇ & ▇▇▇▇, SawyerL.L.P., counsel to the Obligors, substantially in the form of Exhibit D-1 hereto, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & Chalk▇, L.L.P., special counsel to General Counsel of the BorrowerObligors, substantially in the form of Exhibit D D-2 hereto., (iii) local counsel in each of the following states: Texas, Louisiana and any other jurisdictions requested by the Administrative Agent, substantially in the forms of Exhibit D-3(a) and (b) hereto, and (iv) local counsel in the Cayman Islands, substantially in the form of Exhibit D-4 hereto;
(hg) A a certificate of insurance coverage of the Borrower Obligors evidencing that the Borrower is Obligors are carrying insurance in accordance with Section 7.19 hereof.7.19;
(ih) Title title information as the Lender Administrative Agent may reasonably require from attorneys satisfactory to the Lender Administrative Agent setting forth the status of title to at least eighty percent EEX's and each of its Subsidiaries' Oil and Gas Properties;
(80%i) evidence of the reasonably satisfactory environmental condition of EEX's and each of its Subsidiaries' Property;
(j) the Initial Reserve Report accompanied by a Reserve Report Certificate covering the matters described in Section 8.07(b);
(k) appropriate UCC search certificates reflecting no prior liens or security interests encumbering the Mortgaged Properties other than those being assigned or released on the Closing Date or Liens permitted by Section 9.03, for each of the following jurisdictions: Texas and Louisiana;
(i) an audited consolidated balance sheet as of December 31, 2001 and related consolidated statement of operations, shareholders' equity and cash flow for the year ended December 31, 2001 of EEX and its Consolidated Subsidiaries, setting forth in comparative form the figures for the previous fiscal year and accompanied by the related opinion of an independent public accountant of recognized national standing which opinion shall state that said consolidated financial statements present fairly in all material respects the consolidated financial condition and consolidated results of operations of EEX and its Consolidated Subsidiaries, in accordance with GAAP except for such changes in such principles with which the independent public accountant shall have concurred, (ii) an unaudited consolidating balance sheet as of December 31, 2001 and related consolidating statement of operations for the year ended December 31, 2001 of EEX and its Consolidated Subsidiaries and (iii) an unaudited unconsolidated balance sheet, statement of operations, shareholders' equity and cash flow for the year ended December 31, 2001 for each of the Borrower and EEX E&P, each of (i), (ii) and (iii) accompanied by a certificate from the Chief Financial Officer or Controller of EEX, which 42 certificate shall state that said financial statements present fairly in all material respects the financial condition and results of operations (and with regard to (ii) the consolidating financial condition and consolidating results of operations) of the value Persons covered by each such financial statement, and as to the financial statements in (i) and (iii) in accordance with GAAP;
(m) a note made by EEX payable to the Borrower in an amount equal to the in tercompany loan made by the Borrower to EEX with the proceeds of the Loan from the Initial Funding (the "EEX Note") shall have been executed and delivered by EEX to the Borrower;
(n) evidence that the Obligors' and EEX E&P's proved reserves attributable to the Oil and Gas Properties included in Property, based on the Initial most recent Reserve Report., are not less that 375 Bcfe;
(jo) List evidence that EEX E&P has provided adequate notice of purchasers termination to ENA under the EEX E&P Guaranty of Hydrocarbons produced from EEX E&P's guarantee of any hedging obligations other than the Borrower's Mortgaged PropertiesEnron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇;
(p) evidence that the Borrower owns the Convertible Notes;
(q) evidence that EEX has made not less than a $100,000,000.00 prepayment on the Existing Senior Credit Facility; and
(r) such other documents as the Agents or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Eex Corp)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding and of any Issuing Bank to issue any Letters of Credit hereunder is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors sole member with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or its sole member (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation formation and bylaws operating agreement of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation formation and bylaws operating agreement (or equivalent constituent documents) of such Guarantor, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed by the respective parties thereto in sufficient number of counterparts for recording, if necessarynecessary including delivery of all original stock certificates, blank stock powers, and Intercompany Notes duly endorsed as required under such Security Instruments.
(g) An opinion Review of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel Obligors’ financial condition satisfactory to the Borrower, substantially in the form of Exhibit D heretoLenders.
(h) An opinion of Ledgewood, counsel to the Obligors and from other local counsel acceptable to the Administrative Agent with respect to enforceability of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(i) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof7.20 and Section 8.03(b).
(ij) Title information as the Lender Administrative Agent may require from attorneys satisfactory to the Lender setting forth the status of title acceptable to the Administrative Agent to at least eighty percent (80%) % of the value of the Oil and Gas Properties of the Obligors, including the Obligors’ pro rata interest in the Partnerships’ Oil and Gas Properties included in the Initial Reserve Report.
(jk) List The Administrative Agent shall have been furnished with appropriate UCC search certificates and other evidence satisfactory to the Administrative Agent with respect to Obligors’ and the Partnerships’ Oil and Gas Properties reflecting no prior Liens other than Excepted Liens.
(l) Environmental assessments and other reports to the extent maintained by Obligors covering Obligors’ and the Partnerships’ Oil and Gas Properties reporting on the current environmental condition of purchasers such Properties satisfactory to Lenders.
(m) All authorizations, approvals or consents as may be necessary for the execution, delivery and performance by any Obligor under this Agreement.
(n) The Guaranty Agreements duly completed and executed by the Guarantors.
(o) Consummation of Hydrocarbons produced from the Initial Public Offering on or prior to January 31, 2007, on substantially the same terms as contained in the Registration Statement.
(A) The Borrower shall have received all governmental, shareholder and third party consents and approvals necessary to consummate the Initial Public Offering, which consents and approvals are in full force and effect, (B) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Initial Public Offering or the transactions contemplated by this Agreement, and (C) there is no pending, or to the knowledge of the Borrower's Mortgaged Properties, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Initial Public Offering, or which, if adversely determined, could materially and adversely affect the ability of AER to consummate the Initial Public Offering.
(q) Evidence that the AAI Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the AAI Credit Agreement have been, or concurrently with the Closing Date are being released.
(r) Such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Atlas Resources Public #16-2007 (B) L.P.)
Initial Funding. The obligation of the Lender Lenders to amend and restate the Existing Credit Agreement to make the Initial Funding and of any Issuing Bank to issue any Letters of Credit hereunder is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or equivalent constituent documents) of such Guarantor, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed by the respective parties thereto in sufficient number of counterparts for recording, if necessarynecessary including delivery of all original stock certificates, blank stock powers, and Intercompany Notes duly endorsed as required under such Security Instruments.
(g) An opinion Review of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel Obligors’ financial condition satisfactory to the Borrower, substantially in the form of Exhibit D heretoLenders.
(h) An opinion of Ledgewood, counsel to the Obligors and from other local counsel acceptable to the Administrative Agent with respect to enforceability of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request including, without limitation, opinions as to the continued priority and perfection of the Existing Liens to secure the Obligations.
(i) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof7.20 and Section 8.03(b).
(ij) Title information as the Lender Administrative Agent may require from attorneys satisfactory to the Lender setting forth the status of title acceptable to the Administrative Agent to at least eighty percent (80%) % of the value of the Oil and Gas Properties of the Obligors, including the Obligors’ pro rata interest in the Partnerships’ Oil and Gas Properties included in the Initial Reserve Report.
(jk) List The Administrative Agent shall have been furnished with appropriate UCC search certificates and other evidence satisfactory to the Administrative Agent with respect to Obligors’ and the Partnerships’ Oil and Gas Properties reflecting no prior Liens other than Excepted Liens.
(l) Environmental assessments and other reports to the extent maintained by Obligors covering Obligors’ and the Partnerships’ Oil and Gas Properties reporting on the current environmental condition of purchasers of Hydrocarbons produced from such Properties satisfactory to Lenders.
(m) All authorizations, approvals or consents as may be necessary for the Borrower's Mortgaged Propertiesexecution, delivery and performance by any Obligor under this Agreement.
(n) The Guaranty Agreements duly completed and executed by the Guarantors.
(o) Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Atlas America Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(c) [Reserved.]
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsGuarantor(s)/Subsidiaries.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date CREDIT AGREEMENT and the receipt by the Lender Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor any Subsidiary that is a corporation or a limited liability company (an "LLC") or a general partner of a Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor the Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor the Subsidiary (y) who are authorized to sign the Loan Documents to which such Guarantor the Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (and the Regulations if such Subsidiary is an LLC) of such Guarantorthe Subsidiary, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor the Subsidiary to the contrary.
(c) A certificate of each partner of each partnership that is a Subsidiary setting forth (i) resolutions of its partners with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the Persons of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another Person duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized Persons, and (iv) the partnership agreement of such Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Borrower to the contrary. CREDIT AGREEMENT
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower Borrower, Guarantor(s), and GuarantorsSubsidiaries.
(de) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(ef) The NoteNotes, duly completed and executed.
(fg) The Security Instruments Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gh) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk▇▇▇▇▇▇, L.L.P., special and Schully, Roberts, Slattery, Jaubert & Marino, PC and ▇▇▇▇▇ ▇▇▇▇▇, Attorney at Law, counsel to the Borrower, substantially Guarantor, and the Subsidiaries, in form and substance satisfactory to the form Agent, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, including, without limitation, the enforceability of Exhibit D heretothe Mortgages and other Security Instruments and the validity, perfection, and priority of the liens created thereby.
(hi) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(ij) Title information as the Lender Agent may require from attorneys satisfactory to the Lender Agent setting forth the status of title to at least eighty eight-five percent (8085%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(jk) List The Security Instruments and related financing statements covering the Mortgaged Property shall have been delivered to special counsel for the Agent for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the attorneys who have furnished the legal opinions called for in (h) above.
(l) Letters in Lieu executed by the Borrower or any Subsidiary, as applicable, and a list of the purchasers of the Hydrocarbons of the Borrower or any Subsidiary produced from the Borrower's Mortgaged and any of its Subsidiaries' Oil and Gas Properties.
(m) The Agent shall have been furnished with appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens.
(n) The organizational chart of Borrower and its Subsidiaries (unless there are no Subsidiaries).
(o) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders. CREDIT AGREEMENT
(p) [INTENTIONALLY DELETED.]
(q) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent's sole discretion, of the Borrower's and each Subsidiary's (i) existing corporate and partnership documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on SCHEDULE 7.23, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate, partnership, and capital structure of the Borrower and its Subsidiaries on the Closing Date and after giving effect to the transactions contemplated hereby; (viii) evidence satisfactory to Agent that prior to or concurrently with the closing, the Borrower shall have received gross cash proceeds from the Second Lien Notes to the Borrower of at least Twenty-Five Million Dollars ($25,000,000.00) (minus reasonable fees and expenses not to exceed Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) on terms and conditions satisfactory to the Agent, together with a intercreditor agreement executed by Agent, Borrower, and the Second Lien Noteholder containing terms and conditions satisfactory to Agent and satisfactory review and approval of all loan documents and instruments executed in connection with the Second Lien Notes; (ix) evidence satisfactory to Agent that prior to or concurrently with the closing, the Borrower shall have received gross cash proceeds from the Senior Unsecured Notes of at least One Hundred Thirty Million Dollars ($130,000,000.00) on terms and conditions satisfactory to the Agent and satisfactory review and approval by Agent of all loan documents and instruments executed in connection with the Senior Unsecured Notes; (x) evidence satisfactory to Agent that concurrent with the closing of this transaction, all Debt of Borrower and its Subsidiaries for borrowed money existing prior to closing, shall have been repaid and/or provided for except for purchase money indebtedness not to exceed $100,000.00 in the aggregate and insurance premium financing notes not to exceed $100,000.00 in the aggregate; and (xi) evidence satisfactory to Agent that all existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base.
(r) Such other documents, in form and substance reasonably satisfactory to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to all of the Borrower's Oil and Gas Properties including, without limitation, the Mortgaged Properties and (ii) all Material Agreements.
(s) A receipt from The Bank of New York for the funds to be deposited with The Bank of New York in connection with the redemption of the Existing Senior Subordinated Unsecured Notes, such funds to be in the amount specified in the Certificate described in subsection (t) below.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent on the Closing Date or any other date on or before the date of Initial Funding of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower General Partner setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower General Partner (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerGeneral Partner and the Borrower Partnership Agreement, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor BMC setting forth (i) resolutions of its board of directors with respect to the authorization of such the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such the Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such GuarantorBMC and the Guarantor Partnership Agreement, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such the Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing standing, as appropriate, of the Borrower Borrower, the Guarantor, the General Partner and GuarantorsBMC.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 in connection with the transactions under this Agreement on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantorseach Guarantor.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments described on Exhibit EGuaranty Agreement, duly completed and executed in sufficient number of counterparts for recording, if necessaryexecuted.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇Vins▇▇ & Chalk▇lki▇▇ ▇.▇.P., L.L.P., special counsel to the BorrowerBorrower and the Guarantors, substantially in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve ReportThe Administrative Agent shall have been furnished with appropriate UCC search certificates reflecting no prior Liens.
(j) List Contemporaneous payment in full of purchasers the Prior Debt and termination of Hydrocarbons produced from all commitments and other obligations of the Borrower's Mortgaged Propertiesadministrative agent and lenders under the Prior Credit Agreement.
(k) Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Brown Tom Inc /De)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower MMR setting forth (i) resolutions of its the board of directors of MMR, as the sole member of the Borrower, with respect to the authorization of the Borrower to execute and deliver the Tranche A Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of MMR and the Borrower (y) who are authorized to sign the Tranche A Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws limited liability company agreement of the Borrower, and (v) the certificate of formation filed with the Delaware Secretary of State, as amended, all certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from MMR or the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsBorrower.
(dc) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(ed) The NoteTranche A Notes, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(ge) An opinion of MichenerJones, LarimoreWalker, SwindleWaechter, WhitakerPoitevent, Flowers, Sawyer, Carrere & ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special L.L.P. counsel to the Borrower, substantially in the form of Exhibit D hereto.
(hf) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(g) Receipt by the Agent of the fees due and payable after the Closing Date as provided for in the Fee Letter.
(h) Receipt by the Agent of each of the Tranche A Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary, and otherwise in recordable form and substance satisfactory to the Agent.
(i) Title Receipt by the Agent of such title information as the Lender Agent may require from attorneys satisfactory to the Lender Agent setting forth the status of title to at least eighty percent (80%) 100% of the value of the Oil and Gas Properties Hydrocarbon Interests included in the Initial Reserve ReportBorrowing Base.
(j) List The Agent shall have been furnished with appropriate UCC search certificates reflecting no prior Liens.
(k) Receipt by the Agent of purchasers of Hydrocarbons produced from such other documents as the Borrower's Mortgaged PropertiesAgent or any Lender or special counsel to the Agent may reasonably request.
(l) The Borrower shall be in compliance with all covenants and agreements contained in Article VIII and Article IX (after giving effect to the requested Tranche A Loan).
(m) The Tranche B Loans shall be fully advanced and there shall be no availability for Tranche B Loans under the Aggregate Maximum Tranche B Credit Amounts (as defined in Annex I).
(n) No Default shall have occurred and be continuing under Annex I.
Appears in 1 contract
Initial Funding. The obligation of the Lender to make the Initial Funding is Lenders under this Agreement are subject to its the receipt by Agent and the Lender Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate Charter Documents of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors directors, members, managers or other governing body, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws Charter Documents of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it Agent receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantorseach Guarantor.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingFunding and the Closing Financial Statements.
(e) The NoteA certificate duly and properly executed by a Responsible Officer of Borrower, duly completed in form and executedsubstance satisfactory to Agent, attesting to the Solvency of the Loan Parties immediately after giving effect to the Transactions.
(f) The This Agreement, the Notes, and the Security Instruments (including those described on Exhibit ED), each duly completed and executed and, if applicable, in sufficient number of counterparts for recording, if necessary.
(g) An opinion The (i) certificates representing Capital Securities pledged pursuant to the Pledge and Security Agreement, together with an undated transfer power for each such certificate executed in blank by the pledgor thereof and (ii) promissory notes (if any) pledged to Agent pursuant to the Pledge and Security Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.
(h) Favorable opinions of Michener▇▇▇▇▇▇▇▇ LLP, Larimorecounsel to Borrower and the Guarantors, SwindleLiskow & ▇▇▇▇▇, Whitaker, Flowers, Sawyerspecial Louisiana counsel to Borrower and the Guarantors, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P.LLP, special Oklahoma counsel to Borrower and the BorrowerGuarantors, substantially ▇▇▇▇▇▇▇▇ LLP, special North Dakota counsel to Borrower and the Guarantors, and ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ ▇▇, Esq., special Montana counsel to Borrower and the Guarantors, in form and substance satisfactory to Agent, as to such matters incident to the form of Exhibit D heretotransactions herein contemplated as Agent may reasonably request.
(hi) A certificate of insurance coverage of Borrower and the Borrower Guarantors evidencing that Borrower and the Borrower is Guarantors are carrying insurance in accordance with Section 7.19 hereof7.18.
(ij) Letters-in-Lieu executed in blank by Borrower and the Guarantors.
(k) The Fee Letter, duly executed.
(l) Agent shall have received all appropriate evidence required by Agent necessary to determine that Agent (for its benefit and the benefit of the Beneficiaries) shall have an Acceptable Security Interest in the Collateral, subject to proper recording thereof.
(m) Title information as in form and substance reasonably acceptable to Agent covering enough of the Lender may require from attorneys satisfactory Mortgaged Properties evaluated by the Reserve Report delivered on or prior to the Lender setting forth the status of Closing Date, so that Agent shall have received together with title information previously delivered to Agent, satisfactory title information on at least eighty sixty percent (8060%) of the value of the Oil and Gas Properties included evaluated in the Initial most recent Reserve ReportReport that are Proven Reserves.
(jn) List Agent shall be satisfied that all existing Debt of purchasers Borrower and its Subsidiaries (excluding Debt permitted pursuant to Section 9.01) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and Agent shall have received payoff letters evidencing such repayment, termination and release, and cancellations, terminations and releases releasing such security, all in form and substance satisfactory to Agent.
(o) Agent shall have received evidence, reasonably satisfactory to Agent, that the Borrower has consummated the acquisition of Hydrocarbons produced from the Borrower's Mortgaged Propertiesequity interests in OVO, EF and Sabine pursuant to the Exchange Agreement.
(p) Agent shall be satisfied with the results of a recent search of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of Borrower and each Guarantor that is Collateral in all applicable jurisdictions.
(q) Agent shall be satisfied with the ownership, management, capital and corporate, organization, tax and legal structure of Borrower and the Guarantors.
(r) Within five (5) Business days prior to the Closing Date, Agent shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.
(s) Such other documents as Agent or any Lender or special counsel to Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding (which shall include the purchase price of the Prior Note) is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of each of Brig▇▇▇ ▇▇▇loration, the Borrower General Partner and the manager of each other Guarantor setting forth (i) resolutions of its board of directors with respect to the its authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the its authorized officers, and (iv) the its articles or certificate of incorporation and bylaws of the Borroweror operating agreement, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and the Guarantors.
(dc) A compliance certificate which shall be substantially in the form of Exhibit CC-1, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(ed) The NoteNotes, duly completed and executed.
(fe) The Security Instruments Loan Documents described on Exhibit ED (other than the Guarantees of Brig▇▇▇ ▇▇▇dings I, LLC and Brig▇▇▇ ▇▇▇dings II, LLC), duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.including the
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees due and payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor of the Guarantors setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and each of the Guarantors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion of Michener▇▇▇▇▇▇ and ▇▇▇▇▇, LarimoreLLP, Swindlecounsel to the Borrower and the Guarantors, Whitakerin form and substance satisfactory to the Administrative Agent and its counsel, Flowersas to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request. An opinion of Simon, SawyerPeragrine, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & Chalk▇, L.L.P., special Louisiana counsel, and an opinion of Alabama counsel satisfactory to the BorrowerAdministrative Agent and its counsel, substantially in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request including, without limitation, opinions that all mortgage taxes have been properly paid.
(hg) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(ih) Title information as the Lender may require from attorneys satisfactory to the Lender Administrative Agent setting forth the a status of title acceptable to the Administrative Agent to at least eighty percent (80%) % of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(i) Appropriate UCC search certificates reflecting no prior Liens other than those permitted pursuant to Section 9.02.
(j) List Environmental assessment reports relating to the Oil and Gas Properties of the Borrower and the Subsidiaries as may be requested by the Administrative Agent, including environmental audits, phase I reports or other environmental reports of any nature whatsoever (whether prepared internally or by third party consultants); and the Administrative Agent must be satisfied with the results of the review of such reports and environmental condition of such Oil and Gas Properties.
(k) Letters in lieu, in form and substance satisfactory to the Administrative Agent, executed by the Borrower and each Subsidiary, as appropriate, to each of the purchasers of the Hydrocarbons of the Borrower and each such Guarantor produced from the Borrower's and such Guarantors' Mortgaged Oil and Gas Properties.
(l) Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its to: (i) the receipt by the Lender Agents of all fees payable pursuant to Section 2.04 on or before the Closing Date otherwise payable under this Agreement, and (ii) the receipt by the Lender Agents of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agents in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documentsthe Loan Documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents Loan Documents and giving notices and other communications in connection with this Agreement Agreement, the other Loan Documents and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agents and the Lenders may conclusively rely on such certificate until it receives the Agents receive notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of QSRD and each Subsidiary Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documentsthe Loan Documents, (ii) the its officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents Loan Documents and giving notices and other communications in connection with this Agreement Agreement, the other Loan Documents and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such GuarantorPerson, certified as being true and complete. The Lender Agents and the Lenders may conclusively rely on such certificate until it receives the Agents receive notice in writing from such Guarantor the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of QSRD, the Borrower and Guarantorseach Subsidiary Guarantor.
(d) A compliance certificate which shall be substantially in the form of Exhibit CC-1, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, Schedule S-1 duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The Transfer Order Letters to the purchasers, the holders of the working interests (with respect to payments due to the holders of net revenue, overriding royalty and similar Hydrocarbon Interests), paying agents or others responsible for the payment of the proceeds of Hydrocarbon production with respect to each Oil and Gas Property of the Borrower, in each case in form and substance satisfactory to the Agents.
(g) An The following opinions:
(i) an opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, Hayn▇▇▇▇▇▇ ▇▇▇ & ChalkBoon▇, L.L.P.▇.L.P., special counsel to the Borrower, substantially in form and substance reasonably satisfactory to the Agents.
(ii) an opinion of local counsel in each of the following jurisdictions: Louisiana, Oklahoma, Nevada, Kansas, Wyoming, Kentucky, (if available, and, if not, as a condition subsequent under Section 6.05), and New Mexico, in each case in form of Exhibit D heretoand substance satisfactory to the Agents.
(h) A certificate of insurance coverage of the Borrower QSRD evidencing that the Borrower is QSRD and its Subsidiaries are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as The Agents and the Lender may require from attorneys satisfactory to the Lender setting forth Lenders shall be reasonably satisfied with the status of title to at least eighty percent (80%) and the environmental condition of the value Properties of the Oil Borrower and Gas Properties included in the Initial Reserve ReportSubsidiary Guarantors.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees due and payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent and the Tranche B Lenders of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent and the Tranche B Lenders in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor of the Guarantors setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and each of the Guarantors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion of MichenerHaynes and Boone, LarimoreLLP, Swindle, Whitaker, Flowers, Sawyer, counsel to the Borrower and the Guara▇▇▇▇▇, in f▇▇▇ ▇nd substance satisfactory to the Administrative Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request. An opinion of Simon, Peragrine, Smith & ChalkRedfearn, L.L.P., special counsel Louisiana counsel, and an opinion of Alabam▇ ▇▇▇▇▇el satisfactory to the BorrowerAdministrative Agent and its counsel, substantially in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request including, without limitation, opinions that all mortgage taxes have been properly paid.
(hg) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(ih) Title information as the Lender may require from attorneys satisfactory to the Lender Administrative Agent setting forth the a status of title acceptable to the Administrative Agent to at least eighty percent (80%) 70% of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(i) Appropriate UCC search certificates reflecting no prior Liens other than those permitted pursuant to Section 9.02.
(j) List Environmental assessment reports relating to the Oil and Gas Properties of the Borrower and the Subsidiaries as may be requested by the Administrative Agent, including environmental audits, phase I reports or other environmental reports of any nature whatsoever (whether prepared internally or by third party consultants); and the Administrative Agent must be satisfied with the results of the review of such reports and environmental condition of such Oil and Gas Properties.
(k) Letters in lieu, in form and substance satisfactory to the Administrative Agent, executed by the Borrower and each Subsidiary, as appropriate, to each of the purchasers of the Hydrocarbons of the Borrower and each such Guarantor produced from the Borrower's and such Guarantors' Mortgaged Oil and Gas Properties.
(l) The execution in form and substance satisfactory to the Administrative Agent and the Tranche B Lenders of (i) consents approving the extension of the maturity of the 2002 Subordinated Notes until July 31, 2004, in substantially the form delivered to the Administrative Agent, by (x) Kornitzer Capital Management, Inc., with respect to $9,665,0▇▇ ▇▇ ▇▇▇regate principal amount of 2002 Subordinated Notes, (y) Massachusetts Mutual Life Insurance Company, with respect to $5,750,000 in aggregate principal amounts of 2002 Subordinated Notes, and (z) C.M. Life Insurance Company, with respect to $500,000 in aggregate principal amount of 2002 Subordinated Notes; and (ii) the first supplemental indenture to the indenture pursuant to which the 2002 Subordinated Notes were issued amending the interest coverage ratio, in substantially the form delivered to the Administrative Agent, by the Borrower and American Stock Transfer & Trust Company.
(m) Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:: 38
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsBorrower.
(dc) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(ed) The NoteCredit Agreement and the Notes, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) A certificate of the Secretary or an Assistant Secretary of any Subsidiary that is a corporation or a limited liability company (an "LLC") setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (and the Regulations if such Subsidiary is an LLC) of the Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Subsidiary to the contrary.
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsGuarantor(s)/Subsidiaries.
(de) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(ef) The NoteNotes, duly completed and executed.
(fg) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gh) An opinion of MichenerAkin Gump Strauss Hauer & Feld LLP, Larimore, Swindle, Whitaker, Flowers, Sawyer, Texas counsel (and such other out ▇▇ ▇▇▇te ▇▇▇nse▇ ▇▇ & Chalk, L.L.P., special counsel s Agent shall require) to the Borrower, substantially its Subsidiaries and Guarantors in form and substance satisfactory to the form Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Agent and its counsel may request, including, without limitation, the enforceability of Exhibit D heretothe Mortgages and other Security Instruments and the validity and means of perfection of the liens created thereby.
(hi) A certificate of insurance coverage of the Borrower evidencing that the Borrower is its Subsidiaries, and the Guarantors are carrying insurance in accordance with Section 7.19 hereof7.19.
(ij) Title information as the Lender Agent may require (including, without limitation, title opinions) from attorneys satisfactory to the Lender Agent setting forth the status of title to at least eighty percent (80%) % of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(k) The Security Instruments and related financing statements covering the Mortgaged Property shall have been properly filed and recorded in the appropriate offices to establish and perfect the Liens and security interests created thereby and the Agent shall have been advised in writing by the attorneys who have furnished the title opinions called for in (j) List above that there has been no change in the status of title from that reflected in such opinions through the filing and recordation of such Security Instruments.
(l) Letters in Lieu executed by the Borrower, any of its Subsidiaries, and any Guarantor, as applicable, and a list of the purchasers of the Hydrocarbons of the Borrower, any of its Subsidiaries, and any Guarantor, produced from the Borrower's Mortgaged and any of its Subsidiaries' or Guarantors' Oil and Gas Properties.
(m) The Agent shall have been furnished with appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens, except Excepted Liens or other Liens permitted by Section 9.02.
(n) The organizational chart of Borrower, its Subsidiaries, and the Guarantors.
(o) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders.
(p) Agent shall have received from the Borrower, each Guarantor, and each Subsidiary of Borrower, reviewed, and be satisfied, in Agent's sole discretion, of the Borrower, each Guarantor and each of Borrower's Subsidiaries:
(i) existing corporate, limited liability company, and partnership documents;
(ii) annual financial statements;
(iii) most recent interim financial statements;
(iv) valuation information of assets proposed by the Borrower, each Guarantor, and each Subsidiary of Borrower to secure the Obligations;
(v) all lien searches covering any and all of the Mortgaged Property;
(vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); and
(vii) the legal, corporate, partnership, and capital structure of the Borrower, each Guarantor, and each Subsidiary of Borrower on the Closing Date and after giving effect to the transactions contemplated hereby.
(q) Such other documents, in form and substance satisfactory to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to each of the Borrower's, each of the Guarantor's and each of the Borrower's Subsidiaries' Oil and Gas Properties including, without limitation, the Mortgaged Properties and (ii) all Material Agreements.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate until it the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Lender Administrative Agent and the Lenders may conclusively rely on such certificate certificates until it receives they receive notice in writing from such any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇Bond & ▇▇▇▇▇▇ & ChalkLLP, L.L.P., special counsel to the BorrowerObligors and from other local counsel acceptable to the Administrative Agent with respect to the due formation, substantially authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located and the consummation of the Purchase and Sale Agreement and the transfer of all interests of TIFD III-X LLC in AROC Energy to AROC O&G, each in form and substance satisfactory to the form of Exhibit D heretoAdministrative Agent, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower is and each Guarantor are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 2.04(f) on or before the Closing Date or otherwise under this Agreement and the receipt by the Lender of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary.of
(b) A certificate of the Secretary or an Assistant Secretary of the Parent Company and each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the its officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such GuarantorPerson, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from such Guarantor the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Parent Company, the Borrower and Guarantorseach Guarantor.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsSubsidiaries.
(d) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of MichenerBracewell & Patterson, LarimoreL.L.P., Swindlecounsel to the Borrower, Whitaker, Flowers, Sawyer, in form and ▇▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel sa▇▇▇▇▇▇▇▇▇y to the BorrowerAgent, substantially in as to such matters incident to the form of Exhibit D heretotransactions herein contemplated as the Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(i) Title information Pro forma balance sheet as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve ReportSeptember 30, 1997.
(j) List Repayment of purchasers at least $5,400,000 of Hydrocarbons produced from the currently outstanding debt owed to NationsBank pursuant to that certain Amended and Restated Credit Agreement dated as of May 31, 1996, by and between NationsBank and the Borrower's Mortgaged Properties.
(k) Such other documents as the Agent or any Lender or special counsel to the Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or otherwise under this Agreement and the receipt by the Lender of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Person who is a Guarantor as of the Closing Date setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor Person (y) who are authorized to sign the Loan Documents to which such Guarantor it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such GuarantorPerson, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from such Guarantor the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of each Person who is a Guarantor as of the Borrower Closing Date and Guarantorsthe Borrower.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteLoan Documents, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion of Michener▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., Larimorespecial counsel to the Parent Company and the Borrower and opinion of ▇▇▇▇▇▇▇, Swindle▇▇▇▇▇▇▇, WhitakerTorian, Flowers, SawyerDiaz, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P.▇▇▇▇▇, special Louisiana counsel to the Borrower, substantially in each case in form and substance reasonably acceptable to the form of Exhibit D heretoAgent.
(hg) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(ih) Title information as The Agent shall be reasonably satisfied with both the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value environmental condition of the Oil and Gas Properties included of the Borrower and the title of Borrower to such Properties.
(i) The Security Instruments and accompanying financing statements covering the Mortgaged Property shall have been properly filed and recorded in the Initial Reserve Reportappropriate offices to establish and perfect the Liens and security interests created thereby on at least 85% of the value of the Borrower's proven Oil and Gas Properties utilized in determining the Borrowing Base.
(j) List The Agent shall have been furnished with appropriate UCC search certificates of purchasers the Borrower reflecting no Liens on any of Hydrocarbons produced from their Properties except for such Liens permitted by Section 9.02.
(k) The Agent shall have received evidence of the agreement by CT Corporation System to act as agent for service of process in New York on behalf of the Borrower's Mortgaged Properties.
(l) The Borrower has received all required consents that are, or with reasonable certainty may be, required for the consummation of Loan Documents and the transactions contemplated thereby.
(m) After the execution and delivery of the Loan Documents and the consummation of the transactions contemplated therein, there will not be any violation of any other material agreement or material contractual obligation of the Parent Company or any of its Subsidiaries.
(n) Such other documents and financial information as the Agent may reasonably request regarding the Borrower and any Person who is a Guarantor as of the Closing Date.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsSubsidiaries.
(d) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The Note, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerBorrower and of each Subsidiary, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantorsof each Subsidiary.
(dc) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(ed) The NoteNotes, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Transcoastal Marine Services Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender U.S. Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender U.S. Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender U.S. Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the U.S. Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the U.S. Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the U.S. Borrower (y) who are authorized to sign the Loan Documents to which U.S. Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the U.S. Borrower, certified on behalf of the U.S. Borrower as being true and complete. The Lender U.S. Agent and the Lenders may conclusively rely on such certificate until it the U.S. Agent receives notice in writing from the U.S. Borrower to the contrary.
(b) A certificate of the respective Secretary or an Assistant Secretary of each Guarantor of the Canadian Borrowers setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Canadian Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor Canadian Borrower (y) who are authorized to sign the Loan Documents to which such Guarantor Canadian Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or partnership agreement, as applicable, of such Guarantor, Canadian Borrower certified on behalf of such Canadian Borrower as being true and complete. The Lender Agents and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor Canadian Borrower to the contrary.
(c) Certificates of the appropriate state and Canadian agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsObligors.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments described on Exhibit EGuaranty Agreement, duly completed and executed in sufficient number of counterparts for recording, if necessaryexecuted.
(g) An opinion Opinions of MichenerMayor, Larimore, Swindle, Whitaker, Flowers, SawyerDay, ▇▇▇▇▇▇▇▇ & Chalk▇▇▇▇▇▇, L.L.P., special U.S. counsel to the BorrowerObligors, substantially and ▇▇▇▇, ▇▇▇ & Boers, Canadian counsel to the Obligors, each in form and substance satisfactory to the form of Exhibit D heretoU.S. Agent, as to such matters incident to the transactions herein contemplated as the U.S. Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower Obligors evidencing that the Borrower is Obligors are carrying insurance in accordance with Section 7.19 hereof7.19.
(i) Title information as The U.S. Agent shall have received environmental reports and conducted such due diligence relating to environmental matters such that the Lender may require from attorneys satisfactory to U.S. Agent and the Lender setting forth Lenders are reasonably satisfied with the status of title to at least eighty percent (80%) environmental condition of the value of the Obligors' Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Sources: Credit Agreement (Petrocorp Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerBorrower and of each Subsidiary, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantorsof each Subsidiary.
(dc) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(ed) The NoteNotes, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion The opinions of Michenerthe following special counsel to the Borrower and each Guarantor, Larimoreeach in form and substance satisfactory to the Agent:
(i) Chamberlain, SwindleHrdlicka, WhitakerWhite, Flowers, Sawyer, ▇▇▇▇Will▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
Mart▇▇ (hii) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
[New York counsel] (iiii) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.[Louisiana counsel]
Appears in 1 contract
Sources: Subordinated Credit Agreement (Transcoastal Marine Services Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor Subsidiary (y) who are authorized to sign the Loan Documents to which such Guarantor Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such GuarantorSubsidiary, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such Guarantor the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsSubsidiaries.
(d) A compliance certificate which shall be Compliance Certificate dated as of the date of the Initial Funding substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and EXHIBIT C hereto.
(e) A Borrowing Base Certificate dated as of the date of the Initial Funding.
(ef) The NoteNotes, duly completed and executed.
(fg) The Security Instruments Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gh) An opinion of MichenerAndrews & Kurth L.L.P., Larimore, Swindle, Whitaker, Flowers, Sawyer, special counsel to the Borrower and the Subs▇▇▇▇▇▇▇s, ▇▇ & Chalk▇▇rm and substance satisfactory to the Agent, L.L.P.as to such matters incident to the transactions herein contemplated as the Agent may reasonably request.
(i) Completion of an initial public offering by the Borrower of its common stock pursuant to the Registration Statement which results in no less than $35,000,000 cash proceeds (cash proceeds shall be net of underwriter's discounts and offering expenses including, special counsel without limitation, legal, accounting, printing and listing fees) to the Borrower, substantially in the form of Exhibit D hereto.
(hj) A certificate The Agreements and Plans of insurance coverage Organization and other merger and/or acquisition documents pursuant to which the Borrower will acquire the Founding Companies shall have been received and found satisfactory to the Agent such approval not to be unreasonably withheld.
(k) Completion of the Borrower's acquisition of the Founding Companies as contemplated by the Registration Statement prior to or contemporaneously with the Initial Funding.
(l) Consolidated financial statements of the Founding Companies comprising the Borrower evidencing and the other Subsidiaries for the year ending December 31, 1996, and the nine (9) month period ending September 30, 1997, including balance sheets, statements of income and cash flow audited (except Capitol Bolt & Supply, Inc.) by independent public accountants of recognized national standing and prepared in accordance with GAAP.
(m) Evidence satisfactory to the Agent that the Borrower is and each Subsidiary are carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.7.19
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate certificates until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each the Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such the Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such the Guarantor, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it receives they receive notice in writing from such the Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and GuarantorsGuarantor.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date.
(e) The NoteNotes, duly completed and executed.
(f) The Security Instruments other Loan Documents, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion Opinions of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, (i) ▇▇▇▇▇▇▇▇▇ & Chalk▇▇▇▇▇▇▇▇▇, L.L.P., special counsel to the Borrower and Guarantor and (ii) Borrower's and the Guarantor's General Counsel, substantially in form and substance satisfactory to the form of Exhibit D heretoAgent, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in Concurrent with the Initial Reserve ReportFunding, the Borrower shall have acquired from Amoco Production Company the Amoco Properties other than the Beaver Creek Unit (except for the Beaver Creek gas plant).
(j) List Such other documents as the Agent or any Lender or special counsel to the Agent may reasonably request.
(k) All indebtedness and other obligations of purchasers of Hydrocarbons produced from the Borrower and its Subsidiaries under that certain Credit Agreement among the Borrower's Mortgaged Properties, Bank One, Texas, N.A., Bank of Montreal, Compass Bank-Houston and DenNorske Bank AS, dated as of March 31, 1995, shall have been paid and satisfied in full.
Appears in 1 contract
Sources: Credit Agreement (Howell Corp /De/)
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Lender Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Parent setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or the Parent, as applicable to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or the Parent, as applicable (y) who are authorized to sign the Loan Documents to which Borrower or the Parent, as applicable is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerBorrower or the Parent, as applicable, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower or the Parent, as applicable to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and Guarantorsthe Parent.
(dc) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(ed) The NoteNotes, duly completed and executed.
(f) The Security Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(g) An opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, ▇▇▇▇▇▇▇▇ & Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(i) Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lender Lenders to make the Initial Funding is subject to its the receipt by the Lender Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or otherwise under this Agreement and the receipt by the Lender of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Lender Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Lender Agent and the Lenders may conclusively rely on such certificate until it the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Person who is a Guarantor as of the Closing Date setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.the
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of each Person who is a Guarantor as of the Borrower Closing Date and Guarantorsthe Borrower.
(d) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding.
(e) The NoteLoan Documents, duly completed and executed.
(fe) The Security Instruments Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(gf) An opinion of MichenerAndr▇▇▇ & ▇urt▇ ▇.▇.P., Larimore, Swindle, Whitaker, Flowers, Sawyerspecial counsel to the Parent Company and the Borrower and opinion of Oneb▇▇▇, ▇▇▇▇▇▇▇, ▇▇rian, Diaz, McNa▇▇▇▇ & Chalk▇bel▇, L.L.P., special ▇▇ecial Louisiana counsel to the Borrower, substantially in each case in form and substance reasonably acceptable to the form of Exhibit D heretoAgent.
(hg) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof7.19.
(ih) Title information as The Agent shall be reasonably satisfied with both the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value environmental condition of the Oil and Gas Properties included of the Borrower and its Restricted Subsidiaries and the title of Borrower and its Restricted Subsidiaries to such Properties.
(i) The Security Instruments and accompanying financing statements covering the Mortgaged Property shall have been properly filed and recorded in the Initial Reserve Reportappropriate offices to establish and perfect the Liens and security interests created thereby on at least 85% of the value of the proven Oil and Gas Properties utilized in determining the Borrowing Base.
(j) List The Agent shall have been furnished with appropriate UCC search certificates of purchasers of Hydrocarbons produced from the Parent Company and its Restricted Subsidiaries, including the Borrower's Mortgaged Properties, reflecting no Liens on any of their Properties except for such Liens permitted by Section 9.02.
(k) The Agent shall have received evidence of the agreement by CT Corporation System to act as agent for service of process in New York on behalf of the Borrower and each Guarantor.
(l) The Parent Company and the Borrower have received all required consents that are, or with reasonable certainty may be, required for the consummation of Loan Documents and the transactions contemplated thereby.
Appears in 1 contract
Sources: Credit Agreement (Ocean Energy Inc)