Stabilisation and Over-Allotment Sample Clauses

Stabilisation and Over-Allotment. In connection with the issue of Covered Bonds the stabilising manager appointed in the applicable Final Terms (the "Stabilising Manager") or any duly appointed person acting for the Stabilising Manager may over- allot or effect transactions with a view to supporting the market price of the Covered Bonds at a level higher than that which might otherwise prevail. The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) is not obliged to undertake stabilising action. The Stabilising Manager may begin stabilisation on or after the date on which adequate public disclosure of the terms of the offer of the Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of (i) thirty (30) calendar days after the Issue Date and (ii) sixty (60) calendar days after the date of the allotment of the Covered Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and regulations as amended from time to time. Any loss resulting from any such over- allotment or stabilisation shall be borne, and any net profit arising therefrom shall be retained, by the relevant Stabilising Manager for its own account. The Issuer and the CBC authorise the relevant Stabilising Manager to make adequate public disclosure of the information required by Commission Delegated Regulation (EU) 2016/1052.
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Stabilisation and Over-Allotment. In connection with each Tranche, the Dealer(s) (if any) designated as stabilising manager(s) (the Stabilising Manager(s)) in the applicable Pricing Supplement may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Notes of the Series of which such Tranche forms a part at a level higher than that which might otherwise prevail, but in doing so the Stabilising Manager(s) shall act as principal (or, where agreed by the relevant Dealers, agent for such Dealers) and not as agent of the Flemish Community, and any loss resulting from over-allotment and stabilisation shall be borne, and any profit arising from them shall be beneficially retained, by the Stabilising Manager(s) or, as the case may be, the Dealers in the manner agreed between them. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended by it any time but it must be ended no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche of the Notes.
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Stabilisation and Over-Allotment. 8.1 On or before the Stabilisation Period End Date, and if and to the extent permitted by applicable laws and regulations, the Stabilising Manager, or its agents, will be entitled (but will not be obliged) to engage in stabilising activities including, without limitation, any activity contemplated by [Article 5 of the Market Abuse Regulation EU 2014/596 (EU MAR) and the delegated regulation under EU MAR (EU Regulation 2016/1052) (the Stabilisation RTS)]13 / [Article 5 of the Market Abuse Regulation EU 2014/596 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), the UK Binding Technical Standards for the conditions applicable to stabilisation measures and/or the price stabilising rules made under section 137Q of the FSMA]14 (any such transactions being referred to in this Agreement as Stabilisation Transactions). Stabilisation Transactions, if commenced, may be discontinued at any time 12 Amend or delete this clause if the Shares are not to be traded in London. This sentence is the EEA option for use when the shares will be stabilised on an EEA Stock Exchange and/or by an EEA based underwriter. If the securities are traded on an EEA venue (whether regulated market or MTF) EU MAR and the EU stabilisation provisions may apply. Note that UK MAR may potentially apply to in-scope instruments if they are traded on EU venues as well as on UK venues (although for securities on EU venues reporting would be required to relevant EU competent authorities under both UK and EU MAR). This sentence is the UK option for use when the shares will be stabilised on the London Stock Exchange and/or by a UK based underwriter. It would be included if there is to be stabilisation conducted following the safe harbour set out in Article 5 of the onshored UK Market Abuse Regulation and UK Stabilisation Binding Technical Standards. If the securities being stabilised are 8.2 In carrying out Stabilisation Transactions, the Stabilising Manager will act as principal and neither the Stabilising Manager nor any of its agents shall act as agent of any of the other Underwriters. Subject to this Agreement, the exercise of the powers of the Stabilising Manager pursuant to Clause 8.1 (including, without limitation, the decision whether or not to exercise such powers) will be at the absolute discretion of the Stabilising Manager and its agents and neither the Stabilising Manager nor any of its respective employees or agents shall, except in respect o...
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Stabilisation and Over-Allotment. 8.1 On or before the Stabilisation Period End Date, and to the extent permitted by applicable laws and regulations, the Stabilising Manager, or its agents, will be entitled (but will not be obliged) to engage in stabilising activities [including, without limitation, any activity contemplated by the Buy-back and Stabilisation Regulation and/or the price stabilising rules made under section 144 of the FSMA] (any such transactions being referred to in this Agreement as Stabilisation Transactions). Stabilisation Transactions, if commenced, may be discontinued at any time 8.2 In carrying out Stabilisation Transactions, the Stabilising Manager will act as principal and neither the Stabilising Manager nor any of its agents shall act as agent of any of the other Underwriters. Subject to this Agreement, the exercise of the powers of the Stabilising Manager pursuant to Clause 8.1 (including, without limitation, the decision whether or not to exercise such powers) will be at the absolute discretion of the Stabilising Manager and its agents and neither the Stabilising Manager nor any of its respective employees or agents shall, except in respect of fraud or wilful misconduct or gross negligence, be responsible or liable to, or have any duties to, any of the other Underwriters or any other person in respect thereof including, without limitation, with respect to the timing or terms of any Stabilisation Transaction or the amount of any Stabilisation Profit or Stabilisation Loss (including as a result of any currency exchange or any interest earned on any amount for the account of the other Underwriters). [Notwithstanding the above, the Stabilisation Manager acknowledges and agrees that it will follow any stabilisation strategy 11 Alternative clause to be included if the Shares are not to be traded in London. that has been or, prior to the Stabilisation Period End Date, is agreed with the Joint Bookrunners.] 8.3 The Stabilising Manager will be entitled to use Stabilisation Assets, where necessary after liquidating them, in order to fund Stabilisation Transactions and to meet any costs, expenses or losses it may incur in connection therewith and/or in paying on the Over-allotment Closing Date for any Over-allotment Shares in accordance with paragraph [ ] of schedule [ ] to the Underwriting Agreement. 8.4 The Stabilising Manager may advance its own funds or securities for the purpose of Stabilisation Transactions. If the Stabilising Manager advances cash, [acting reasonably...
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Stabilisation and Over-Allotment. In connection with each Tranche, the Relevant Dealer(s) (if any) appointed as stabilisation manager(s) (the “Stabilisation Manager(s)”) may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of Notes of the Series of which such Tranche forms part at a level higher than that which might otherwise prevail, but in doing so the Stabilisation Manager(s) shall not act as agent of the relevant Issuer and any loss resulting from over- allotment and stabilisation shall be borne, and any profit arising from them shall be beneficially retained, by the Stabilisation Manager(s) or, as the case may be, the Relevant Dealers in the manner agreed between them. Stabilisation, if begun, may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Bonds and 60 days after the date of the allotment of the relevant Tranche of Bonds.
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Stabilisation and Over-Allotment. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Pricing Supplement may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Such stabilising shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilising shall, as against the Issuer, be for the account of the Stabilising Manager(s) and the Lead Manager(s).
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Stabilisation and Over-Allotment. 6.1 In connection with the issue and distribution of the Bonds, the Lead Manager for its own account at its discretion may, as principal and not as agent of the Issuer or the Guarantor and to the extent permitted by, and in accordance with, applicable laws and regulations, offer Bonds of an aggregate principal amount in excess of the aggregate principal amount to be issued and/or effect transactions in relation to the Bonds with a view to stabilising or maintaining the market price of the Bonds at levels other than those which might otherwise prevail in the open market and such stabilisation, if commenced, may be discontinued at any time. Any loss resulting from such over-allotment and stabilisation shall be borne, and any profit arising therefrom shall be retained, by the Lead Manager. The Issuer will not, as a result of any action taken by the Lead Manager under this paragraph 6.1, be obliged to issue Bonds in excess of the aggregate principal amount of €\euro115,000,000. 6.2 Each of the Issuer and the Guarantor undertakes with the Managers that, unless it has received the prior consent thereto of the Lead Manager, it will not at any time from the date hereof up to and including the date falling 30 days after the Closing Date effect or enter into, or cause or actively permit any other parties (other than the Managers) who may otherwise be permitted under applicable laws and regulations to engage in stabilisation transactions to effect or enter into any transactions (in the open market or otherwise) or effect or enter into any other arrangements the object or effect of which would be to stabilise or maintain the market price of the Bonds at levels which might not otherwise prevail.
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Stabilisation and Over-Allotment. In connection with each Tranche, the Relevant Dealer(s) (if any) designated as stabilisation manager(s) (the “Stabilisation Manager(s)”) in the applicable Pricing Supplement may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of Instruments of the Series of which such Tranche forms part at a level higher than that which might otherwise prevail, but in doing so the Stabilisation Manager(s) shall not act as agent of the Issuer and any loss resulting from over-allotment and stabilisation shall be borne, and any profit arising from them shall be beneficially retained, by the Stabilisation Manager(s) or, as the case may be, the Relevant Dealers in the manner agreed between them.
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Related to Stabilisation and Over-Allotment

  • Stabilization and Over-allotment In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from the Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance: (i) The following Repurchase Documents delivered to the Buyer:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (xx) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (xxi) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (xxii) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (xxiii) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (xxiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (xxv) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

  • Conditions Precedent to Initial Purchase The initial purchase hereunder is subject to the condition precedent that the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee): (a) a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) good standing certificates for each Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect with respect to the Originator and the Receivables sold by it to the Buyer hereunder; (c) a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee) may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor secured party (and the Administrative Agent, for the benefit of the Purchasers, as assignee secured party) of the Receivables sold by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s (as the Buyer’s assignee) reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Originator pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (g) favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee); (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; and (i) evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Buyer’s assignee) satisfaction.

  • Effectiveness; Conditions Precedent This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.