Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender; (a) This Agreement and the Notes executed by each party thereto. (b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified. (c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement. (d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008. (e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon. (f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E. (g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4. (h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated. (i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 3, 2016, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(c) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects (provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated herebyEffective Date.
(g) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence that all of The Administrative Agent and the Borrowing Agreements Lenders shall have been received, at least ten business days prior to the Effective Date (or concurrently herewith are being terminated.
(i) A certificate, signed such later date approved by the Chief Financial OfficerAdministrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereofincluding, which confirms that after giving effect to this Agreementwithout limitation, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b)Act.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation effectiveness of each Lender to make its initial extension of credit hereunder this Agreement is subject to the condition that satisfaction (or waiver in accordance with the Agent has received on or before the Closing Date all terms hereof) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent and the Lenders, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender, in sufficient copies for each Lender;):
(a) This Agreement Parent and the Notes Borrower shall have duly authorized, executed by and delivered this Agreement, and each other party thereto.to this Agreement shall have executed and delivered this Agreement, and this Agreement shall be in full force and effect;
(b) A The Administrative Agent and the Lenders shall have received certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Parent, the Borrower or any Subsidiary as debtor and that are filed in their respective jurisdictions of incorporation or other organization as of the date of such report, together with copies of such other financing statements that name Parent, the Borrower or any Subsidiary as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent and the Lenders shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law or such other arrangements reasonably satisfactory to the Collateral Agent and the Lenders shall have been made);
(c) [Reserved];
(d) As of the Effective Date, no Default or Event of Default shall have occurred and be continuing, in each case, under Section 5.14;
(e) The Administrative Agent and the Lenders shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in clause (d) of this Section 4.01;
(f) The Administrative Agent and the Lenders shall have received (a) a copy of the certificate or articles of incorporation or equivalent formation document, including all amendments thereto, of Parent and the Borrower, certified as of a resolution recent date by the Secretary of State (or other similar official) of the state of its organization, and a certificate as to the good standing of Parent and the Borrower as of a recent date, from such Secretary of State; (b) a certificate of the Secretary or Assistant Secretary of Parent and the Borrower dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws of Parent and the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (ii), (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Executive Committee equivalent governing body) of the Borrower, certified by the Secretary or an Assistant Secretary of Parent and the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement the Credit Documents to which Parent and the consummation Borrower is a party and, in the case of the transactions contemplated herebyBorrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date, (iii) that the certificate or articles of incorporation or other equivalent formation document of Parent and the Borrower has not been amended since the date of the last amendment thereto furnished pursuant to clause (a) above, and (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of Parent and the Borrower; and (c) the certificate referred to in the foregoing clause (b) shall contain a certification by an Authorized Officer of Parent and the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate pursuant to clause (b) above;
(g) The Administrative Agent and the Lenders shall have received a copy of the Certificate of Incorporation Asset Level Term Loan Commitment Letter and such Asset Level Term Loan Commitment Letter shall be in form and substance acceptable to the By-Laws Required Lenders; provided that the draft of the BorrowerAsset Level Term Loan Commitment Letter via electronic mail at 6:33 p.m., similarly certified.
(c) A certificateNew York time on June 15, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC 2020 shall be deemed acceptable for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary purposes of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USAthis Section 4.01(g); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.and
(h) Written evidence that all The Administrative Agent and the Lenders shall have received a copy of the Borrowing Agreements have been or concurrently herewith are being terminatedInvestment Agreement and such Investment Agreement shall be in form and substance acceptable to the Required Lenders.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2008 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082009.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arranger and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to certain fee letters executed and delivered with respect to the term loan facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(b) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from the Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (ii) stating that the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of the Borrower, certified signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party as though made on and as of the Effective Date and (E) the absence, as of the Effective Date and after giving effect to the funding of the Initial Term Loans, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of a Secretary or an Assistant Secretary of the Borrower as being in full force certifying the names and effect on true signatures of the date hereofofficers of the Borrower authorized to sign, authorizing the executionand signing, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certifiedEffective Date.
(cg) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Administrative Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate andfrom ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, a favorable opinion, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Administrative Agent) all documentation and other information that all of is required by the Borrowing Agreements have been or concurrently herewith are being terminatedregulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act.
(i) A certificateThe Administrative Agent shall have received a promissory note for each Lender that shall have requested one, signed duly executed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation This Agreement shall become effective as of the first date (the "EFFECTIVE DATE") on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory conditions precedent shall have been satisfied, which date must occur on or prior to the Agent and each LenderMarch 28, in sufficient copies for each Lender;2002:
(a) This The Administrative Agent shall have received counterparts of (i) this Agreement executed by the Company, Flag Telecom Holdings Ltd. and the Majority Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed and delivered this Agreement and (ii) the Notes Consent to this Agreement attached hereto executed by FLAG Atlantic Holdings and each party theretoof the Obligors (other than the Company).
(b) A copy The Company shall direct the Administrative Agent in writing (including, without limitation, by providing the Administrative Agent with an Expense Certificate in the form of a resolution Exhibit J to the Credit Agreement updated as of not more than five Business Days prior to the Effective Date) to apply the aggregate proceeds on deposit in the Pre-Sale Proceeds Account and the Revenue Account on the Effective Date in the following manner:
(i) FIRST, up to $19,765,100 in the aggregate (A) to the Persons entitled thereto, for the payment of all Operating Expenses and capital expenditures or resolutions adopted by the Board of Directors or Executive Committee income taxes of the BorrowerCompany or any of its Subsidiaries then due and owing in item (1) of such Expense Certificate and (B) to the Current Account, certified by for the Secretary or an Assistant Secretary payment of the Borrower amounts identified as being Operating Expenses and capital expenditures or income taxes of the Company or any Subsidiary expected to be due and owing prior to the next Operating Expense Transfer Date in item (2) of such Expense Certificate;
(ii) SECOND, for the account of the Term Loan Lenders, the prepayment in full force of the scheduled principal payments with respect to the Term Loans due on or prior to March 31, 2002, together with, unless otherwise paid under subclause (b)(i) of this Section 4, all accrued and effect unpaid interest thereon which the Administrative Agent certifies to the Company to be due and payable on such date;
(iii) THIRD, for the account of the Revolving Credit Lenders, the prepayment the aggregate principal amount of all Revolving Credit Loans outstanding on the date hereofEffective Date, authorizing the executiontogether with, delivery and performance unless otherwise paid under subclause (b)(i) of this Agreement Section 4, all accrued and unpaid interest thereon which the Administrative Agent certifies to the Company to be due and payable on such date;
(iv) FOURTH, to the Maintenance Reserve Account, the Construction Account and the consummation Operating Reserve Account (A) not more than $6,000,000 in the aggregate LESS the aggregate amount on deposit in the Maintenance Reserve Account, the Construction Account and the Operating Reserve Account immediately prior to any deposit of funds pursuant to this subclause (b)(iv); and
(v) FIFTH, for the account of the transactions contemplated herebyTerm Loan Lenders, and a copy (A) $17,000,000 of the Certificate of Incorporation remaining proceeds on deposit in the Pre-Sale Proceeds Account and the By-Laws Revenue Account on the Effective Date shall be applied to the prepayment of the BorrowerTerm Loans outstanding on such date and to the remaining scheduled principal payments thereof in inverse order of maturity and (B) unless otherwise paid under subclause (b)(i) of this Section 4, similarly certifiedsuch additional amount of the remaining proceeds on deposit in the Pre-Sale Proceeds Account and the Revenue Account on the Effective Date shall be applied to the payment of accrued and unpaid interest on such prepayment of the Term Loans which the Administrative Agent certifies to the Company to be due and payable on such date.
(c) A certificateThe Company shall have delivered to the Administrative Agent, signed by the Secretary or an Assistant Secretary with a copy for each Lender, its unaudited consolidated balance sheet and related consolidated statements of income, retained earnings and change in cash flow as of the Borrower end of and dated for the date hereoffiscal year ended December 31, as to 2001, setting forth in each case in comparative form the incumbency figures for the previous fiscal year, all certified by a Responsible Officer of the person or persons authorized to execute Company as presenting fairly in all material respects the financial condition and deliver this Agreementresults of operations of the Company and its consolidated Subsidiaries in accordance with GAAP consistently applied.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller The representations and warranties contained in Section 5 of this Agreement and each of the Borrower that, Financing Documents shall be true and correct in all material respects on and as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Effective Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower before and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, as though made on and as of such date (except for any such representation and warranty that, (i) by its terms, refers to a specific date other than the aggregate principal amount date first above written, in which case it shall be true and correct in all material respects as of credit available under such earlier date and (ii) the material inaccuracy of which in and of itself comprises a Specified Event of Default).
(e) No Default or Event of Default shall have occurred and be continuing or shall occur after giving effect to this Agreement (other than the Specified Events of Default).
(f) All of the accrued reasonable fees and expenses of the Administrative Agent (including the accrued reasonable fees and expenses of counsel for the Administrative Agent) in connection with this Agreement and the other Financing Documents shall have been paid in full. The effectiveness of this Agreement is further conditioned upon the accuracy in all material respects of all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed factual matters described herein. This Agreement is subject to the amount authorized under the resolutions provisions of Section 10.2 of the Borrower referenced in subsection 4.1(b)Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement and Forbearance Agreement (Flag Telecom Holdings LTD)
Conditions Precedent to the Effectiveness of this Agreement. The obligation effectiveness of each Lender to make its initial extension the provisions of credit hereunder Section 1 and Section 2 of this Agreement is subject to conditioned upon, and such provisions shall not be effective until, satisfaction of the condition that following conditions (the Agent has received first date on or before the Closing Date which all of the following in form and substance satisfactory conditions have been satisfied being referred to herein as the Agent and each Lender, in sufficient copies for each Lender;“Agreement Effective Date”):
(a) This Agreement The Administrative Agent shall have received, on behalf of the Lenders, this Agreement, duly executed and delivered by the Notes executed by Administrative Agent, the Lenders and each party theretoCredit Party.
(b) A copy The Administrative Agent shall have received amended and restated Revolving Credit Notes for each Lender that has requested the same, duly executed and delivered by the Borrower in favor of each such Lender (the “Amended and Restated Notes”).
(c) The Administrative Agent shall have received a certificate of a resolution Responsible Officer of the Borrower, dated the Agreement Effective Date, certifying that (A) copies of the articles or certificate of incorporation or formation (or equivalent), as applicable of each Credit Party and the bylaws or other governing document of each Credit Party delivered to the Administrative Agent on the Closing Date are still in each case true, correct and complete copies thereof (or if there have been any amendments or modifications thereto, attaching the same), (B) attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force authorizing and effect on approving the date hereof, authorizing transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the consummation of Amended and Restated Notes and (C) the transactions contemplated hereby, conditions set forth in Section 3(g) and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(cSection 3(h) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreementbelow are satisfied.
(d) A certificate signed by the Chief Financial OfficerThe Administrative Agent shall have received, Treasurer or Corporate Controller on behalf of the Lenders, an Officer’s Compliance Certificate, dated the Agreement Effective Date, demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower that, as is in compliance with the financial covenants set forth in Section 9.15 of the date hereof, there has been no material adverse change Credit Agreement based on the financial statements most recently delivered pursuant to Section 8.1(b) of the Credit Agreement both before and after giving effect (on a Pro Forma Basis) to the increase in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008Revolving Credit Commitments set forth in Section 2.
(e) A certificateThe Administrative Agent shall have received a written opinion from Winston & ▇▇▇▇▇▇ LLP, signed by the Secretary or an Assistant Secretary of special counsel to the Borrower and each other Credit Party, dated the date hereofAgreement Effective Date, covering such customary legal matters as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Administrative Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereonreasonably request.
(f) A written opinionAll fees and expenses required to be paid to the Arranger, dated the date hereofAdministrative Agent (including the reasonable and documented fees, charges and disbursements of external counsel for the Borrower, in Administrative Agent) and the form of Exhibit E.Lenders on or prior to the Agreement Effective Date (including all fees payable pursuant to any engagement or fee letter) shall have been paid.
(g) Evidence of payment by the Borrower of The representations and warranties set forth in this Agreement shall be true and correct in all accrued and unpaid fees, costs and expenses material respects (except to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty must be true in all respects) as of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Agreement Effective Date.
(h) Written evidence that all As of the Borrowing Agreements have been Agreement Effective Date, no Event of Default exists or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer shall occur as a result of the Borrower and dated as of the date hereof, which confirms that after giving effect to transactions contemplated by this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Sources: Commitment Increase Agreement and Second Amendment to Credit Agreement (SYNAPTICS Inc)
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated April 23, 2012, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(c) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated herebyEffective Date.
(g) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2005 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082006.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2011 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082012.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation effectiveness of each Lender to make its initial extension of credit hereunder is this Agreement shall be subject to the condition that satisfaction of each of the following conditions precedent (any of which Administrative Agent has received may electively waive, in Administrative Agent’s sole discretion):
(i) on or before the Closing Date all date hereof, Seller shall deliver or cause to be delivered each of the following documents listed on EXHIBIT D that have not already been delivered to Administrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender, in sufficient copies for each Lenderits counsel;
(aii) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its Material Adverse Effect on the consolidated financial condition of Seller since December 31, 2007 the most recent financial statements of such Person delivered to Administrative Agent and Buyers that has not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.been disclosed to Administrative Agent;
(eiii) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by any Governmental Authority with respect to Seller that after giving effect has not been disclosed to Administrative Agent;
(iv) Seller shall have delivered to Administrative Agent such other documents, opinions of counsel and certificates as Administrative Agent may reasonably request;
(v) Seller shall have licenses, where necessary, to Originate Mortgage Loans in all states where it Originates them and that require Seller to be licensed to do so; and
(vi) on or before the date hereof, Seller shall have paid to the extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b)Agreement or any other Transaction Document.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated January 23, 2019, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(c) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from the Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (ii) stating that the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of the Borrower, certified signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower as being in full force certifying the names and effect on true signatures of the date hereofofficers of the Borrower authorized to sign, authorizing the executionand signing, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certifiedEffective Date.
(cg) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Administrative Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate andfrom McGuireWoods LLP, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, a favorable opinion, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Administrative Agent) all documentation and other information that all of is required by the Borrowing Agreements have been or concurrently herewith are being terminatedregulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.
(i) A certificate, signed by To the Chief Financial Officer, Treasurer or an Assistant Treasurer of extent the Borrower and dated qualifies as of a “legal entity customer” under the date hereof, which confirms that after giving effect to this AgreementBeneficial Ownership Regulation, the aggregate principal amount of credit available under all of Borrower shall have delivered, at least five days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower’s committed unsecured revolving credit facilities combined will not exceed , to each Lender who requests the amount authorized under same in writing at least ten days prior to the resolutions of the Borrower referenced in subsection 4.1(b)Effective Date.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arranger and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to certain fee letters executed and delivered with respect to the term loan facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(b) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from the Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (ii) stating that the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of the Borrower, certified signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party, as the case may be, as though made on and as of the Effective Date and (E) the absence, as of the Effective Date and after giving effect to the funding of the Loans, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower as being in full force certifying the names and effect on true signatures of the date hereofofficers of the Borrower authorized to sign, authorizing the executionand signing, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certifiedEffective Date.
(cg) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Administrative Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate andfrom McGuireWoods LLP, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, a favorable opinion, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Administrative Agent) all documentation and other information that all of is required by the Borrowing Agreements have been or concurrently herewith are being terminatedregulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act.
(i) A certificateThe Administrative Agent shall have received a promissory note for each Lender that shall have requested one, signed duly executed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of Borrower.
(j) To the extent the Borrower and dated qualifies as of a “legal entity customer” under the date hereof, which confirms that after giving effect to this AgreementBeneficial Ownership Regulation, the aggregate principal amount of credit available under all of Borrower shall have delivered, at least five days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower’s committed unsecured revolving credit facilities combined will not exceed , to each Lender who requests the amount authorized under same in writing at least ten days prior to the resolutions of the Borrower referenced in subsection 4.1(b)Effective Date.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated June 12, 2006, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(e) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated herebyEffective Date.
(g) The Administrative Agent shall have received from S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2013 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082014.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s 's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer Officer or Corporate Controller Vice Chairman and Executive Vice President of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2000 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082001.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Bank of America to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s Bank of America's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USABank of America); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s 's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2010 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082011.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 14, 2025, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(c) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from the Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (ii) stating that the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of the Borrower, certified signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower as being in full force certifying the names and effect on true signatures of the date hereofofficers of the Borrower authorized to sign, authorizing the executionand signing, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certifiedEffective Date.
(cg) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Administrative Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate andfrom McGuireWoods LLP, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, a favorable opinion, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Administrative Agent) all documentation and other information that all of is required by the Borrowing Agreements have been or concurrently herewith are being terminatedregulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.
(i) A certificate, signed by To the Chief Financial Officer, Treasurer or an Assistant Treasurer of extent the Borrower and dated qualifies as of a “legal entity customer” under the date hereof, which confirms that after giving effect to this AgreementBeneficial Ownership Regulation, the aggregate principal amount of credit available under all of Borrower shall have delivered, at least five days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower’s committed unsecured revolving credit facilities combined will not exceed , to each Lender who requests the amount authorized under same in writing at least ten days prior to the resolutions of the Borrower referenced in subsection 4.1(b)Effective Date.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation effectiveness of each Lender to make its initial extension of credit hereunder is this Agreement shall be subject to the condition satisfaction of each of the following conditions precedent (any of which Buyer may electively waive, in Buyer’s sole discretion):
(i) Buyer shall have received, (x) at least five (5) days before the Effective Date of this Agreement, all documentation and other information regarding Seller in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, that was requested in writing by Buyer at least ten (10) days before the Agent has Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Seller, and if Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Buyer shall have also received a Beneficial Ownership Certification of Seller at least five (5) days before the Effective Date if Buyer requested it in writing at least ten (10) days before the Effective Date.
(ii) on or before the Closing Date all date hereof, Seller shall deliver or cause to be delivered each of the following documents listed on Exhibit E in form and substance satisfactory to the Agent Buyer and each Lender, in sufficient copies for each Lenderits counsel;
(aiii) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated Material Adverse Effect on the financial condition of Seller or any Guarantor since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.most recent financial statements of such Person delivered to Buyer;
(eiv) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by any Governmental Authority with respect to Seller or any Guarantor;
(v) Seller shall have delivered to Buyer the opinions of counsel substantially in the form of Exhibit F and in form and substance satisfactory to Buyer and its counsel;
(vi) Seller shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request;
(vii) Seller shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Cash Pledge Account;
(viii) Seller shall have licenses to Originate Mortgage Loans in all states where it is required to have a license to do so;
(ix) on or before the date hereof, Seller shall have paid to the extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this AgreementAgreement or any other Transaction Document; and
(x) Buyer shall have received such other documents, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b)information, reports and certificates as it shall have reasonably requested.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2006 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082007.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Sole Lead Arranger and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated August 21, 2008, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date, and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation other Credit Documents to be delivered hereunder on or before the Effective Date.
(g) The Administrative Agent shall have received for the account of each Lender an up-front fee, payable in immediately available funds, in an amount equal to (i) 0.10% multiplied by (ii) each such Lender’s Commitment as of the transactions contemplated herebyEffective Date.
(h) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
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Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated March 11, 2005, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date, and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated herebyEffective Date.
(g) The Administrative Agent shall have received from (a) S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B-1 hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings Administrative Agent may reasonably request and (provided that such estimate shall not thereafter preclude final settling b) T▇▇▇▇▇ ▇▇▇▇ & Priest LLP, special counsel for the Guarantor and the Borrower, a favorable opinion, substantially in the form of accounts between Exhibit B-2 hereto as to certain matters under the Borrower and Citicorp USA); including any such costsPublic Utility Holding Company Act of 1935, fees and expenses arising under or referenced in Sections 2.9 and 10.4as amended.
(h) Written The Administrative Agent shall have received such evidence that all as it and its counsel may reasonably require of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed termination and payment in full of the Terminating Facilities and the release by the Chief Financial Officer, Treasurer or an Assistant Treasurer holders thereof of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b)any collateral security securing such facilities.
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Conditions Precedent to the Effectiveness of this Agreement. The obligation of This Agreement shall not become effective until the date on which each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following conditions is satisfied (or waived in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;accordance with Section 11.02).
(a) This Agreement and the Notes executed by The Administrative Agent (or its counsel) shall have received from each party theretothereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) A copy The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of a resolution fees or the reimbursement or payment of expenses, pursuant hereto, shall have received all fees required to be paid by the Effective Date, and all expenses for which invoices have been presented on or before the Effective Date.
(c) The Administrative Agent shall have received certified copies of the resolutions adopted by of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or Executive Committee certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, certified that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above; (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date; (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be; (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default, and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Guarantor and the Borrower certifying the names and true signatures of the officers of Guarantor or the Borrower, as being in full force the case may be, authorized to sign, and effect on the date hereofsigning, authorizing the execution, delivery and performance of this Agreement and the consummation of other Credit Documents to be delivered hereunder on or before the transactions contemplated herebyEffective Date.
(g) The Administrative Agent shall have received from S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Guarantor and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2008.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written favorable opinion, dated the date hereof, of counsel for the Borrower, substantially in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued B hereto and unpaid fees, costs and expenses as to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs other matters as shall constitute Citicorp USA’s reasonable estimate of Attorney Costs incurred or to be incurred by it any Lender through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4Administrative Agent may reasonably request.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2012 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082013.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s 's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The obligation of each Lender to make its initial extension of credit hereunder is subject to the condition that the Agent has received on or before the Closing Date all of the following in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender;
(a) This Agreement and the Notes executed by each party thereto.
(b) A copy of a resolution or resolutions adopted by the Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and a copy of the Certificate of Incorporation and the By-Laws of the Borrower, similarly certified.
(c) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement.
(d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2007 2014 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 20082015.
(e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received an updated certificate and, after receipt of such updated certificate, similarly may rely thereon.. NYDOCS01/1613908 27
(f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E.
(g) Evidence of payment by the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA Citibank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USACitibank’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USACitibank); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4.
(h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated.
(i) A certificate, signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated as of the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of credit available under all of the Borrower’s 's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).
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