Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser. (ii) The Subsidiary Guaranty Agreement (on the Series A Closing Day) or a ratification thereof (with respect to each subsequent Closing Day), duly executed by all Material Subsidiaries. (iii) A favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchasers) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization. (v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries. (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder. (vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E. (viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request. (ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements. (x) With respect to the Series A Closing Day, (A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers; (B) a certified copy of the Pledge Agreement and all amendments thereto; (C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions); (D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and (E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors. (xi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Senior Secured Promissory Notes Agreement (Hilb Rogal & Hobbs Co)
Certain Documents. Such AIG and each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement an Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(5) have been fulfilled;
(on c) certified copies of the resolutions of the Company, authorizing the execution and delivery of the Transaction Documents (and authorizing the issuance of the applicable Series A Closing Day) of Notes), and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiaries.the Transaction Documents and the applicable Series of Notes;
(iiid) A a certificate of the Secretary or an Assistant Secretary and one other officer of the Company, certifying the names and true signatures of the officers of the Company authorized to sign the Transaction Documents;
(e) certified copies of the articles of incorporation and by-laws of the Company;
(f) favorable opinion of ▇▇▇▇opinions of: (i) ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Company, satisfactory to such Purchaser and substantially in the form of Exhibit D-1 attached hereto, and as to such other matters as such Purchaser may reasonably request, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel for the Company, satisfactory to such Purchaser and substantially in the case form of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto hereto, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation Winston & ▇▇▇▇▇▇ LLP, special counsel for AIG and the Purchasers, as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for the Company and each Guarantor certified from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser prior to the applicable Closing Day.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (LTC Properties Inc)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:
(i) The Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement (on and the Series A Closing Day) or a ratification thereof (issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiariesthis Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Articles of Incorporation and By-laws of the Company.
(v) A favorable opinion of Wyrick, Robbins, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, special counsel to the Company (or such other counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the 1998 Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization North Carolina dated as of a recent date not more than thirty days prior and good standing or other certificates of qualification to do business as a foreign corporation for the applicable Closing Day Company in the States of South Carolina, Georgia, Tennessee and Virginia and such other evidence of the status of the Company as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xivii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Waste Industries Inc)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the Restatement Date or the applicable Closing Day, as applicable:
(i) The In the case of the purchase of any Note(s), the Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of the resolutions of the Boards of Directors of the Company authorizing the execution and delivery of this Agreement (on and the Series A Closing Day) or a ratification thereof (issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiariesthis Agreement and the Notes.
(iii) Certificates of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Charter and By-laws of the Company.
(v) A favorable opinion from the general counsel of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 E-1 (in the case of the Series A Noteseffectiveness of such amendments and restatements) or Exhibit D-2 E-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(ivvi) The Articles of Incorporation of Good standing certificates for the Company from the Secretaries of State of Delaware and each Guarantor certified California dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request.
(ixvii) Certified copies In the case of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name Closing Days other than the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments theretoRestatement Date, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser at least two Business Days prior to the Closing Day.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Varian Inc)
Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The the Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement (on certified copies of the Series A Closing Day) resolutions of the Board of Directors of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company);
(c) a certificate of the Secretary or an Assistant Secretary of each subsequent of the Credit Parties certifying the names and true signatures of the officers of such Credit Party authorized to sign the Transaction Documents to which such Person is a party and, in the case of the Company, the Notes, to be delivered hereunder;
(d) the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4B(1) have been satisfied;
(e) certified copies of the certificate of incorporation or articles of incorporation (or similar constitutive documents), duly executed by all Material Subsidiaries.as applicable, and by-laws, operating agreement or partnership agreement, as applicable, of each of the Credit Parties;
(iiif) A favorable an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties, satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto hereto, and as to such other matters as such Purchaser may reasonably request. The Company Each Credit Party hereby directs each such counsel to deliver such opinionopinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the Company and each Guarantor certified case of a partnership) from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (McGrath Rentcorp)
Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The the Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement (on certified copies of the Series A Closing Day) resolutions of the Board of Directors of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company);
(c) a certificate of the Secretary or an Assistant Secretary of each subsequent of the Credit Parties certifying the names and true signatures of the officers of such Credit Party authorized to sign the Transaction Documents to which such Person is a party and, in the case of the Company, the Notes, to be delivered hereunder;
(d) the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4B(1) have been satisfied;
(e) certified copies of the certificate of incorporation or articles of incorporation (or similar constitutive documents), duly executed by all Material Subsidiaries.as applicable, and by-laws, operating agreement or partnership agreement, as applicable, of each of the Credit Parties;
(iiif) A favorable an opinion of ▇▇▇▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties, satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) D attached hereto hereto, and as to such other matters as such Purchaser may reasonably request. The Company Each Credit Party hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation special counsel for PGIM and the Purchasers as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the Company and each Guarantor certified case of a partnership) from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser. 4B(5) Private Placement Number. A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of Notes to be issued on the applicable Closing Day.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (McGrath Rentcorp)
Certain Documents. Such Each Purchaser shall have received the following, each dated the date of the applicable Closing Day:Date (unless otherwise specified):
(i) The Note(s) the Notes to be purchased by such Purchaser.;
(ii) The Subsidiary Guaranty the Multiparty Guaranty, made by ▇▇▇▇▇▇ Navigation and any other Subsidiaries of the Company which are guarantors under the Bank Credit Agreement as of the Closing Date in favor of the holders of the Notes and in the form of Exhibit C-1 (on as amended, restated, supplemented or otherwise modified from time to time, the Series A Closing Day) or a ratification thereof (with respect to each subsequent Closing Day“Multiparty Guaranty), duly executed by all Material Subsidiaries.;
(iii) A the Indemnity and Contribution Agreement, by and among the Credit Parties and in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”);
(iv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company (or such other Credit Parties, and Cades ▇▇▇▇▇▇▇ LLP, special counsel designated by the Company and acceptable to the Purchasers) Credit Parties, in form and substance satisfactory to such Purchaser and substantially in (the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any the Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.);
(v) The Bylaws a favorable opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel to the Company and each GuarantorPurchasers, certified by their respective Secretaries.satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request;
(vi) An incumbency certified copies of the resolutions of the Board of Directors of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Notes), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(vii) a certificate signed by of the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of Credit Party certifying the Company and the Guarantors certifying as to the names, titles names and true signatures of the officers of the Company or the Guarantors such Person authorized to sign this Agreement, the Notes, the other Note Transaction Documents to which such Person is a party and the other documents to be delivered hereunder.;
(viiviii) A certificate certified copies of the Secretary articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party;
(ix) a good standing certificate for each Credit Party from the Company and each Guarantor secretary of state of its formation (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the executionand, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for ▇▇▇▇▇▇ Navigation, the Company and each Guarantor from the Secretary of State of its state of organization California), in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company each Credit Party as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.; and
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Certain Documents. Such PIM and each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The the Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement an Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(8) have been fulfilled;
(on c) certified copies of the resolutions of each Credit Party (or, if such Person is a partnership, its general partner), authorizing the execution and delivery of the Transaction Documents to which such Credit Party is a party (and, in the case of such resolutions of the Company, authorizing the issuance of the applicable Series A Closing Day) of Notes by the Company), and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents and the applicable Series of Notes;
(d) a certificate of the Secretary or an Assistant Secretary and one other officer of each subsequent Closing Dayof the Credit Parties (or, if such Person is a partnership, its general partner), duly executed by all Material Subsidiaries.certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Credit Party is a party;
(iiie) A certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement (or similar document), as applicable, of each Credit Party;
(f) a favorable opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties, satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto E, and as to such other matters as such Purchaser may reasonably request, and (ii) if 7 requested by PIM, such other special counsel as to such matters as PIM may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation ▇▇▇▇▇▇ Price P.C., special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the Company and each Guarantor certified case of a partnership) from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser prior to the applicable Closing Day.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Wd 40 Co)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:
(i) The Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement (on and the Series A Closing Day) or a ratification thereof (issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiariesthis Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Articles of Incorporation and By- laws of the Company.
(v) A favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Wyrick, Robbins, Yates & Ponton, LLP, special counsel to the Company (or such other ▇▇ suc▇ ▇▇▇▇r counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization North Carolina dated as of a recent date not more than thirty days prior and good standing or other certificates of qualification to do business as a foreign corporation for the applicable Closing Day Company in the States of South Carolina and Virginia and such other evidence of the status of the Company as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xivii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.. 3.1B.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Waste Industries Inc)
Certain Documents. Such Purchaser Each Existing Holder shall have received original counterparts or, if satisfactory to such Existing Holder, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of Restatement Date unless otherwise indicated, and, on the applicable Closing DayRestatement Date, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof:
(i) The Note(s) to be purchased a Secretary's Certificate signed by such Purchaser.
(ii) The Subsidiary Guaranty Agreement (on the Series A Closing Day) Secretary or a ratification thereof (with respect to Assistant Secretary and one other officer of each subsequent Closing Day), duly executed by all Material Subsidiaries.
(iii) A favorable opinion of the General Partner or the general partner of ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Farm, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchasers) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in as the case of the Series A Notesmay be, certifying, among other things (a) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the namesname, titles and true signatures of the officers of the Company General Partner or the Guarantors general partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, as the case may be, authorized to sign on behalf of each Co-Issuer this Agreement, the Notes, the other Note Documents Shelf Notes being delivered on such Closing Day and the other documents to be delivered hereunder.
in connection with this Agreement, (viib) A certificate that attached thereto is a true, accurate and complete copy of the Certificate of Formation of such General Partner or the general partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, as the case may be, certified by the Secretary of State of the Company state its formation as of a recent date, (c) that attached thereto is a true, accurate and each Guarantor complete copy of the By-laws, operating agreement or other organization document of such General Partner or the general partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, as the case may be, in effect as of such Closing Day and as has been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (Ad) attaching below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the Board of Directors or other managing body of such General Partner or the Company general partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, as the case may be, or other managing body, duly adopted at a meeting or by unanimous written consent of such Guarantor evidencing approval Board of the transactions contemplated by this Agreement and the Directors or other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and managing body, authorizing the execution, delivery and performance thereofon behalf of each of the Co-Issuers of this Agreement, the Shelf Notes being delivered on such Closing Day and the other documents to be delivered in connection with this Agreement, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the partners of the Issuer or of such Board of Directors or any committee thereof relating to the subject matter thereof, (Be) certifying that this Agreement, the Shelf Notes being delivered on such Closing Day and the other documents executed and delivered on behalf of each of the Co-Issuers to such Purchaser are in the form approved by its Board of Directors in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to such General Partner or the Companygeneral partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, any Guarantor or any Subsidiary as the case may be, have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.contemplated;
(viiiii) A a certificate of good standing certificate for the Company and each Guarantor of the Subsidiaries from the Secretary of State of its the state of organization formation of the Company and each such Subsidiary and of each state in which the Company or any such Subsidiary is required to be qualified to transact business as a foreign partnership or corporation, in each case dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request.recent date;
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(Aiii) a certified copy confirmation of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Guaranty Agreement in form and substance satisfactory to Prudential and the PurchasersExisting Holders executed by each Guarantor party to a Guaranty Agreement immediately prior to the Restatement Date and a Guaranty Agreement, substantially in the form of the Guaranty Agreements in effect immediately prior to the Restatement Date, executed by each Guarantor, if any, not a party to a Guaranty Agreement immediately prior to the Restatement Date, together with the documents relating thereto described in paragraph 5J hereof;
(Biv) a certified copy certificate of good standing for each of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy General Partner or the general partner of all other credit agreements▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, loan agreements and other documents governing or evidencing Indebtedness as the case may be, from the Secretary of State of the Company or any state of its Subsidiaries (excluding agreements evidencing formation and of each state in which such General Partner or the obligation general partner of ▇▇▇▇▇'▇ ▇▇▇▇▇ Farm, as the case may be, is required to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment be qualified to the Pledge Agreementtransact business as a foreign corporation, in form and substance satisfactory to the Series A Note Purchaserseach case dated as of a recent date; and
(Ev) an Intercreditor Agreementsuch other certificates, in form documents and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantorsagreements as such Existing Holder may reasonably request.
(xi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Cedar Fair L P)
Certain Documents. Such PIM and each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)).
(ia) The Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement an Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(5) have been fulfilled;
(on c) certified copies of the resolutions of each Credit Party (or, if such Person is a partnership, its general partner), authorizing the execution and delivery of the Transaction Documents to which such Credit Party is a party (and, in the case of such resolutions of the Company, authorizing the issuance of the applicable Series A Closing Day) of Notes by the Company), and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents and the applicable Series of Notes;
(d) a certificate of the Secretary or an Assistant Secretary and one other officer of each subsequent Closing Dayof the Credit Parties (or, if such Person is a partnership, its general partner), duly executed by all Material Subsidiaries.certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Credit Party is a party;
(iiie) A certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party;
(f) favorable opinion of opinions of: (i) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-1 attached hereto, and as to such other matters as such Purchaser may reasonably request; (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel for the Credit Parties satisfactory to such Purchaser and substantially in the case form of the Series A Notes) or Exhibit D-2 attached hereto, and as to such other matters as such Purchaser may reasonably request; (iii) Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas counsel for the Credit Parties satisfactory to such Purchaser and substantially in the case form of any Shelf NotesExhibit D-3 attached hereto, and as to such other matters as such Purchaser may reasonably request; and (iv) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-4 attached hereto hereto, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinionopinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation ▇▇▇▇▇▇ Price P.C., special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the Series A Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the case of a partnership) from the Company and each Guarantor certified appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser prior to the applicable Closing Day.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (LTC Properties Inc)
Certain Documents. Such Except as PIM may otherwise agree in writing, each Purchaser that is purchasing Notes on such Closing Day shall have received (or PIM shall have received on such Purchaser’s behalf) the following, each dated the date of the applicable Closing DayDay and in form and substance reasonably satisfactory to PIM:
(ia) The Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement an Officer’s Certificate from the general partner of the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(5) have been fulfilled;
(on c) certified copies of the resolutions of each Credit Party, authorizing the execution and delivery of the Transaction Documents relating to such Note purchase and to which such Credit Party is a party (and, in the case of such resolutions of the Board of Directors of the general partner of the Company, authorizing the issuance of the applicable Series A Closing Day) of Notes by the Company), and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents and the applicable Series of Notes;
(d) a certificate of the Secretary or an Assistant Secretary of each subsequent Closing Dayof the Credit Parties (or, if such Person is a partnership, of its general partner), duly executed by all Material Subsidiaries.certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents relating to such Note purchase and to which such Credit Party is a party;
(iiie) A certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party;
(f) favorable opinion opinions addressed to each Purchaser purchasing Notes on such Closing Day of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, special counsel to for the Company Credit Parties (or such other counsel designated by the Company and reasonably acceptable to the Purchasers) PIM), satisfactory to such Purchaser and substantially in the form of Exhibit D-1 its sole discretion (in the case of the Series A NotesClosing Day) and, in the case of any Closing Day other than the Series A Closing Day, substantially similar in form to the opinion rendered by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the Series A Closing Day and satisfactory to such Purchaser in its reasonable discretion, (ii) ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Credit Parties (or Exhibit D-2 other counsel reasonably acceptable to PIM), satisfactory to such Purchaser in its sole discretion (in the case of the Series A Closing Day) and, in the case of any Shelf Notes) attached hereto Closing Day other than the Series A Closing Day, substantially similar in form to the opinion rendered by ▇▇▇▇▇▇▇ LLP on the Series A Closing Day and as satisfactory to such Purchaser in its reasonable discretion, and (iii) ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, special Texas counsel for the Credit Parties (or other matters as counsel reasonably acceptable to PIM), satisfactory to such Purchaser may reasonably requestin its sole discretion (in the case of the Series A Closing Day) and, in the case of any Closing Day other than the Series A Closing Day, substantially similar in form to the opinion rendered by ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP on the Series A Closing Day and satisfactory to such Purchaser in its reasonable discretion. The Company hereby directs each such counsel to deliver such opinionopinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the Series A Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for (i) with respect to the Series A Closing Day, each Credit Party, the Company and the Parent Guarantor, and (ii) with respect to each Guarantor certified Closing Day thereafter, the Company and the Parent Guarantor, in each case from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such PurchaserPurchaser in a timely manner.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Digital Realty Trust, Inc.)
Certain Documents. Such PIM and each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The Note(s) to be purchased by such Purchaser.;
(iib) The Subsidiary Guaranty Agreement an Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(5) have been fulfilled;
(on c) certified copies of the resolutions of each Credit Party (or, if such Person is a partnership, its general partner), authorizing the execution and delivery of the Transaction Documents to which such Credit Party is a party (and, in the case of such resolutions of the Company, authorizing the issuance of the applicable Series A Closing Day) of Notes by the Company), and of all documents evidencing other necessary corporate or a ratification thereof (similar action and governmental approvals, if any, with respect to the Transaction Documents and the applicable Series of Notes;
(d) a certificate of the Secretary or an Assistant Secretary and one other officer of each subsequent Closing Dayof the Credit Parties (or, if such Person is a partnership, its general partner), duly executed by all Material Subsidiaries.certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Credit Party is a party;
(iiie) A certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party;
(f) favorable opinion of ▇▇▇▇opinions of: (i) ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto hereto, and as to such other matters as such Purchaser may reasonably request; (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-3 (in the case of the Series A Notes) or Exhibit D-4 (in the case of any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request; (iii) Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-5 (in the case of the Series A Notes) or Exhibit D-6 (in the case of any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request; and (iv) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-7 (in the case of the Series A Notes) or Exhibit D-8 (in the case of any Shelf Notes) attached hereto. The Company hereby directs each such counsel to deliver such opinionopinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the Series A Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the case of a partnership) from the Company and each Guarantor certified appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (LTC Properties Inc)
Certain Documents. Such Each Purchaser shall have received the following, each dated the date of the applicable Closing Day:Date (unless otherwise specified):
(i) The Note(s) the Notes to be purchased by such Purchaser.;
(ii) The Subsidiary Guaranty the Multiparty Guaranty, made by ▇▇▇▇▇▇ Navigation and any other Subsidiaries of the Company which are guarantors under the Bank Credit Agreement as of the Closing Date in favor of the holders of the Notes and in the form of Exhibit C-1 (on as amended, restated, supplemented or otherwise modified from time to time, the Series A Closing Day) or a ratification thereof (with respect to each subsequent Closing Day“Multiparty Guaranty”), duly executed by all Material Subsidiaries.;
(iii) A the Indemnity and Contribution Agreement, by and among the Credit Parties and in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”);
(iv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company (or such other Credit Parties, and Goodsill, Anderson, ▇▇▇▇▇ & Stifel, special counsel designated by the Company and acceptable to the Purchasers) Credit Parties, in form and substance satisfactory to such Purchaser and substantially in (the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any the Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.);
(v) The Bylaws a favorable opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel to the Company and each GuarantorPurchasers, certified by their respective Secretaries.satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request;
(vi) An incumbency certified copies of the resolutions of the Board of Directors of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Notes), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(vii) a certificate signed by of the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of Credit Party certifying the Company and the Guarantors certifying as to the names, titles names and true signatures of the officers of the Company or the Guarantors such Person authorized to sign this Agreement, the Notes, the other Note Transaction Documents to which such Person is a party and the other documents to be delivered hereunder.;
(viiviii) A certificate certified copies of the Secretary articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party;
(ix) a good standing certificate for each Credit Party from the Company and each Guarantor secretary of state of its formation (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the executionand, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for ▇▇▇▇▇▇ Navigation, the Company and each Guarantor from the Secretary of State of its state of organization California), in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company each Credit Party as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.; and
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Certain Documents. Such The Purchaser shall have received the following, each dated the date of the applicable Closing Day:
(i) The Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of (a) the resolutions of the Board of Directors of the Company, authorizing the execution and delivery of this Agreement and the issuance of the Notes, (on b) the Series A Closing Dayresolutions of the General Partner of the Guarantor, authorizing the execution and delivery of this Agreement and the issuance of the Facility Guarantee, and (c) all documents evidencing other necessary corporate or a ratification thereof (partnership action and governmental approvals, if any, with respect to each subsequent Closing Day)this Agreement, duly executed by all Material Subsidiariesthe Notes and the Facility Guarantee.
(iii) A certificate of (a) the Secretary or an Assistant Secretary and one other officer of the Company, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (b) the Secretary or an Assistant Secretary and one other officer of the General Partner of the Guarantor, certifying the names and true signatures of the officers of the General Partner of the Guarantor authorized to sign this Agreement and the other documents to be delivered hereunder.
(iv) Certified copies of (a) the Certificate of Incorporation and By-laws of the Company and (b) the Partnership Agreement of each Guarantor.
(v) A favorable opinion of ▇▇▇▇▇Henry W. Winkleman, Esq., Corporate Counsel of the Company an▇ ▇▇▇ ▇▇▇▇▇▇, special counsel to the Company ▇▇▇▇ (or such other counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company and the Guarantors hereby directs direct each such counsel to deliver such opinion, agrees agree that the issuance and sale of any Notes and any Facility Guarantee will constitute a reconfirmation of such direction, and understands understand and agrees agree that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company from the Secretary of State of Delaware and for each Guarantor from the Secretary of State (or equivalent official) of its state jurisdiction of organization organization, in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company and each Guarantor as such Purchaser may reasonably request.
(ixvii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Restricted Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretary Secretaries of State of the states in which the Company is organized Delaware, Massachusetts, New Jersey and Rhode Island, together with copies of such financing statements.
(xviii) With respect to the Series A Closing Day,
Certified copies of searches of Personal Property Security Act (AOntario) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form similar registrations and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of filings which name the Company or any of Restricted Subsidiary (under its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(Dpresent name and previous names) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantorsas debtor.
(xiix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (American Biltrite Inc)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:
(i) The Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement (on and the Series A Closing Day) or a ratification thereof (issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiariesthis Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Certificate of Incorporation and By-laws of the Company.
(v) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Battle & ▇▇▇▇▇▇, L.L.P., special counsel to the Company (or such other counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization Delaware dated as of a recent date not more than thirty days prior and good standing or other certificates of qualification to do business as a foreign corporation for the applicable Closing Day Company in the State of Virginia and North Carolina and Texas and such other evidence of the status of the Company as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xivii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.. 3B. Opinion of
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc/)
Certain Documents. Such PIM and each Purchaser that is purchasing Notes on such Closing Day shall have received the following, each dated the date of the applicable Closing Day:Day (except as provided in clause (h)):
(ia) The Note(s) to be purchased by such Purchaser.;
(b) an Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B(3), 4B(4) and 4B(5) have been fulfilled;
(c) certified copies of the resolutions of each Credit Party (or, if such Person is a partnership, its general partner), authorizing the execution and delivery of the Transaction Documents to which such Credit Party is a party (and, in the case of such resolutions of the Company, authorizing the issuance of the applicable Series of Notes by the Company), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Transaction Documents and the applicable Series of Notes;
(d) a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Credit Parties (or, if such Person is a partnership, its general partner), certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Credit Party is a party;
(e) certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party;
(f) favorable opinions of: (i) ▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-1 attached hereto, and as to such other matters as such Purchaser may reasonably request; (ii) The Subsidiary Guaranty Agreement (on ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel for the Series A Closing Day) or a ratification thereof (with respect Credit Parties satisfactory to each subsequent Closing Day)such Purchaser and substantially in the form of Exhibit D-2 attached hereto, duly executed by all Material Subsidiaries.
and as to such other matters as such Purchaser may reasonably request; (iii) A favorable opinion of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-3 attached hereto, and as to such other matters as such Purchaser may reasonably request; and (iv) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada counsel to for the Company (or such other counsel designated by the Company and acceptable to the Purchasers) Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) D-4 attached hereto hereto, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinionopinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.;
(ivg) The Articles a favorable opinion of Incorporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the Series A Notes as such Purchaser reasonably requests;
(h) a good standing or similar certificate for each Credit Party (or its general partner, in the case of a partnership) from the Company and each Guarantor certified appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantordate, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(Ei) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (LTC Properties Inc)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:Day (unless otherwise specified):
(i) The the Note(s) to be purchased by such Purchaser.;
(ii) The Subsidiary Guaranty Agreement the Multiparty Guaranty, dated as of the date hereof, made by the Guarantors in favor of the holders of the Notes, in the form of Exhibit C-1 (on as amended, restated, supplemented or otherwise modified from time to time, the Series A Closing Day) or a ratification thereof (with respect to each subsequent Closing Day“Multiparty Guaranty”), duly executed by all Material Subsidiaries.;
(iii) A the Indemnity, Contribution and Subordination Agreement, dated as of the date hereof, by and among the Credit Parties, in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”);
(iv) a copy of the Company’s written designation of the holders of the Notes as “Additional Creditors” (as defined in the Intercreditor Agreement), together with a Counterpart (as defined in the Intercreditor Agreement) executed by each such holder, with each of the foregoing having been prepared and delivered in accordance with Section 10 of the Intercreditor Agreement;
(v) a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to such Purchaser, and (b) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the Company Credit Parties, in form and acceptable to the Purchasers) substance satisfactory to such Purchaser and substantially in (the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any the Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.);
(vi) An incumbency a favorable opinion of ▇▇▇▇▇▇ Price P.C., special counsel to the Purchasers, satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request;
(vii) certified copies of the resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(viii) a certificate signed by of the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of Credit Party certifying the Company and the Guarantors certifying as to the names, titles names and true signatures of the officers of the Company or the Guarantors such Person authorized to sign this Agreement, the Notes, the other Note Transaction Documents to which such Person is a party and the other documents to be delivered hereunder.;
(viiix) A certificate certified copies of the Secretary articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party;
(x) a good standing certificate for each Credit Party from the secretary of state of the Company and each Guarantor state of its formation (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the executionand, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for ▇▇▇▇▇▇ Navigation, the Company and each Guarantor from the Secretary of State of its state of organization California), in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company each Credit Party as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Fourth Amendment to Note Purchase Agreement (Matson, Inc.)
Certain Documents. Such Each Purchaser shall have received the following, each dated the date of the applicable Closing Day:Day (unless otherwise specified):
(i) The the Note(s) to be purchased by such Purchaser.;
(ii) The Subsidiary Guaranty Agreement (a copy of the Company’s written designation of the holders of the Notes to be purchased and sold on the applicable Closing Day (other than the Series A D Closing Day) or a ratification thereof as “Additional Creditors” (with respect to each subsequent Closing Dayas defined in the Intercreditor Agreement), duly together with a Counterpart (as defined in the Intercreditor Agreement) executed by all Material Subsidiaries.each such holder, with each of the foregoing having been prepared and delivered in accordance with Section 10 of the Intercreditor Agreement;
(iii) A a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to such Purchaser, and (b) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the Company Credit Parties, in form and acceptable to the Purchasers) substance satisfactory to such Purchaser and substantially in Purchaser, (the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.);
(iv) The Articles a favorable opinion of Incorporation of ▇▇▇▇▇▇ Price P.C., special counsel to the Company and each Guarantor certified Purchasers, satisfactory to such Purchaser as of a recent date (except to such matters incident to the matters herein contemplated as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.it may reasonably request;
(v) The Bylaws certified copies of the Company resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and each Guarantordelivery of the Transaction Documents to which such Person is a party (including, certified by their respective Secretaries.in the case of the Company, the issuance, execution and delivery of the applicable Series of Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(vi) An incumbency a certificate signed by of the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of Credit Party certifying the Company and the Guarantors certifying as to the names, titles names and true signatures of the officers of the Company or the Guarantors such Person authorized to sign this Agreement, the Notes, the other Note Transaction Documents to which such Person is a party and the other documents to be delivered hereunder., or a certificate of a Responsible Officer certifying that there have been no changes to such officers since the last date of delivery to the Purchasers;
(vii) A certified copies of the articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party, or a certificate of a Responsible Officer certifying that there have been no changes to such documents since the Secretary last date of delivery to the Purchasers;
(viii) a good standing certificate for each Credit Party from the secretary of state of the Company and each Guarantor state of its formation (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the executionand, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for ▇▇▇▇▇▇ Navigation, the Company and each Guarantor from the Secretary of State of its state of organization California), in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company each Credit Party as such Purchaser may reasonably request.; and
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Third Amended and Restated Note Purchase and Private Shelf Agreement (Matson, Inc.)
Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:
(i) The Note(s) to be purchased by such Purchaser.
(ii) The Subsidiary Guaranty Certified copies of the resolutions of the Board of Directors of the Company and Electronic , authorizing the execution and delivery of this Agreement (on including, in the Series A Closing Daycase of the Company, its guarantee set forth in paragraph 11 hereof) or a ratification thereof (and the issuance of their respective Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each subsequent Closing Day), duly executed by all Material Subsidiariesthis Agreement and the Notes.
(iii) Certificates of the Secretary or an Assistant Secretary and one other officer of Electronic (if the closing involves Electronic Notes) and the Company, certifying the names and true signatures of the officers authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Certificate of Incorporation and By-laws of Electronic (if the closing involves Electronic Notes) and the Company.
(v) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Company and Electronic (or such other counsel designated by the Company and acceptable to the PurchasersPurchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Electronic ----------- Notes) or Exhibit D-2 (in the case of any Shelf the Company Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Electronic (if the closing involves Electronic Notes) and the Company hereby directs each direct such counsel to deliver such opinion, agrees agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands understand and agrees agree that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.
(v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries.
(vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder.
(vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for Electronic (if the Company and each Guarantor closing involves Electronic Notes) from the Secretary of State of its state each of organization Nevada and California and for the Company from the Secretary of State of each of Delaware and California, in each case dated as of a date not more than thirty days prior to the applicable Closing Day recent date, and such other evidence of the status of the Company thereof as such Purchaser may reasonably request.
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xivii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract
Sources: Private Shelf Agreement (Zero Corp)
Certain Documents. Such Each Purchaser shall have received the following, each dated the date of the applicable Closing Day:Day (unless otherwise specified):
(i) The the Note(s) to be purchased by such Purchaser.;
(ii) The Subsidiary Guaranty Agreement (a copy of the Company’s written designation of the holders of the Notes to be purchased and sold on the applicable Closing Day (other than the Series A D Closing Day) or a ratification thereof as “Additional Creditors” (with respect to each subsequent Closing Dayas defined in the Intercreditor Agreement), duly together with a Counterpart (as defined in the Intercreditor Agreement) executed by all Material Subsidiaries.each such holder, with each of the foregoing having been prepared and delivered in accordance with Section 10 of the Intercreditor Agreement;
(iii) A a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to such Purchaser, and (b) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the Company Credit Parties, in form and acceptable to the Purchasers) substance satisfactory to such Purchaser and substantially in Purchaser, (the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.);
(iv) The Articles a favorable opinion of Incorporation of ▇▇▇▇▇▇ Price P.C., special counsel to the Company and each Guarantor certified Purchasers, satisfactory to such Purchaser as of a recent date (except to such matters incident to the matters herein contemplated as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization.it may reasonably request;
(v) The Bylaws certified copies of the Company resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and each Guarantordelivery of the Transaction Documents to which such Person is a party (including, certified by their respective Secretaries.in the case of the Company, the issuance, execution and delivery of the applicable Series of Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(vi) An incumbency a certificate signed by of the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of Credit Party certifying the Company and the Guarantors certifying as to the names, titles names and true signatures of the officers of the Company or the Guarantors such Person authorized to sign this Agreement, the Notes, the other Note Transaction Documents to which such Person is a party and the other documents to be delivered hereunder., or a certificate of a Responsible Officer certifying that there have been no changes to such officers since the last date of delivery to the Purchasers;
(vii) A certified copies of the articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party, or a certificate of a Responsible Officer certifying that there have been no changes to such documents since the Secretary last date of delivery to the Purchasers;
(viii) a good standing certificate for each Credit Party from the secretary of state of the Company and each Guarantor state of its formation (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the executionand, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E.
(viii) A good standing certificate for ▇▇▇▇▇▇ Navigation, the Company and each Guarantor from the Secretary of State of its state of organization California), in each case dated as of a recent date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company each Credit Party as such Purchaser may reasonably request.; and
(ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements.
(x) With respect to the Series A Closing Day,
(A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers;
(B) a certified copy of the Pledge Agreement and all amendments thereto;
(C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions);
(D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and
(E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors.
(xi) Additional additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
Appears in 1 contract