Conditions to Effective Date. This Agreement shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02: (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White & Case LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date and executed by the secretary or an assistant secretary of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]] (d) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a financial officer of the Borrower, certifying that, as of the Effective Date, (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing. (e) The Borrower shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date). (f) Each Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested at least 10 Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Conditions to Effective Date. This Agreement shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the The obligations of the Lenders to make Loans each Bank under this Agreement are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:3.02 and receipt by the Administrative Agent of the following (in sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) The Administrative Agent shall have received a written letter agreement evidencing the termination of the Fifth Amended and Restated Credit Agreement dated as of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto;
(b) from each party of the parties hereto either (i) a counterpart of this Agreement duly executed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement.;
(bc) The Administrative Agent shall have received a written duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04;
(d) an opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White ▇▇▇▇▇▇ & Case Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B;
(e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance reasonably satisfactory to the Administrative Agent.Banks in their sole discretion;
(cf) The Administrative Agent shall have received a certificate certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, dated certifying (i) that no Default has occurred and is continuing on the Effective Date Date, (ii) that the representations and executed by the secretary or an assistant secretary warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) in form and substance reasonably detail satisfactory to the Administrative Agent, attaching (i) a copy the amount of all outstanding Debt as of the certificate of incorporation Effective Date;
(g) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, which shall be certified as the corporate authority for and the validity of the Effective Date Loan Documents to which the Borrower is a party, and any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) its Certificate of Incorporation, (ii) its Bylaws, (iii) a recent date prior thereto by certificate of the Secretary of State of the State of Delaware, and Delaware as to the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers good standing of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendmenta Delaware corporation, and (iv) the action taken by its Board of Directors (or a good standing certificate from the Secretary of State duly authorized committee thereof) authorizing its execution, delivery and performance of the State of Delaware, dated the Effective Date or Loan Documents to which it is a recent date prior thereto. [[5952619]]party; and
(dh) The Administrative Agent shall have received a customary certificateNotice of Borrowing, dated the Effective Date and signed by a financial officer of the Borrower, certifying that, as of the Effective Date, (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuingif necessary.
(e) The Borrower shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested at least 10 Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:10.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such by each party hereto or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), which may include Electronic Signatures transmitted by emailed .pdf facsimile transmission or any other electronic means that reproduces an image of an actual executed signature pageimaging) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks and dated the Effective Date) of White ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Case LLP▇▇▇▇▇▇, counsel for the BorrowerP.C., in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received a certificate such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the BorrowerCompany, dated the Effective Date and executed by the secretary or an assistant secretary authorization of the Borrower Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(d) All costs, attaching expenses (iincluding reasonable and documented legal fees and expenses) a copy and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the certificate of incorporation of Company to the BorrowerArrangers (or Affiliates thereof), which the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be certified as of paid on or prior to the Effective Date or a recent date and, in the case of costs and expenses, invoiced at least two Business Days prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of to the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]]Date.
(de) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a the chief executive officer or the chief financial officer of the BorrowerCompany, certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Borrower Company set forth in this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing.
(ef) The Borrower shall have paidAll principal, on or prior to the Effective Dateinterest, all fees, expenses fees and other amounts payable by it on due or prior to outstanding under the Effective Date Existing Credit Agreement shall have been paid in full, all letters of credit issued under this Agreementthe Existing Credit Agreement shall have terminated or been canceled and all commitments and guarantees thereunder shall be terminated and discharged and released, the Commitment Letter and the Fee Letters (Administrative Agent shall have received customary payoff documentation in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date)respect thereof.
(fg) Each Lender The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information that is regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, to the extent requested Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Borrower Company and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.
Appears in 1 contract
Sources: Credit Agreement (Trimble Inc.)
Conditions to Effective Date. This Agreement shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:10.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such by each party hereto or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), which may include Electronic Signatures transmitted by emailed .pdf facsimile transmission or any other electronic means that reproduces an image of an actual executed signature pageimaging) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Case LLP▇▇▇▇▇▇, counsel for the BorrowerP.C., in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received a certificate such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the BorrowerCompany, dated the Effective Date and executed by the secretary or an assistant secretary authorization of the Borrower Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(d) All costs, attaching expenses (iincluding reasonable and documented legal fees and expenses) a copy and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the certificate of incorporation of Company to the BorrowerArrangers (or Affiliates thereof), which the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be certified as of paid on or prior to the Effective Date or a recent date and, in the case of costs and expenses, invoiced at least three Business Days prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of to the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]]Date.
(de) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a the chief executive officer or the chief financial officer of the Borrower#96405961v16 Company, certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Borrower Company set forth in this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing.
(ef) The Borrower shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information that is regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, to the extent requested Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company.
(g) Since December 31, 2021, there has occurred no change in the financial condition, operations, assets, business or properties of the Company and its Subsidiaries taken as a whole, or any other event, in each case, which has had or could reasonably be expected to have a Material Adverse Effect.
(h) The Lead Arranger (as defined in the Trout Bridge Commitment Letter) shall have received a certificate certifying that the Term Facility constitutes a “Qualifying Loan Facility” (as defined in the Trout Bridge Commitment Letter) (which certificate may be conditioned on the occurrence of the Effective Date). The Administrative Agent shall notify the Borrower Company and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.
Appears in 1 contract
Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:10.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c)10.06, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 10.06, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of an actual executed signature page) that such Person has signed a counterpart of the Guarantee Agreement.
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White & Case LLP▇▇▇▇▇ Day, and, to the extent not covered by the foregoing, counsel for reasonably acceptable to the BorrowerAdministrative Agent in each other jurisdiction where any Loan Party is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(cd) The Administrative Agent shall have received a certificate such customary documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and, if applicable, good standing of the BorrowerLoan Parties, dated the Effective Date and executed by the secretary or an assistant secretary authorization of the Borrower Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of any Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]].
(de) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a financial officer the Senior Officer of the BorrowerCompany, certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing.
(ef) The Borrower shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter Administrative Agent and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender Lenders shall have received, at least three two Business Days prior to the Effective Date, all documentation and other information that is regarding each Loan Party required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent reasonably requested at least 10 Business Days prior to the Effective Date.
(g) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (or separately agreed in writing by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower Company and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.
Appears in 1 contract
Sources: Term Credit Agreement (Westinghouse Air Brake Technologies Corp)
Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:10.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such by each party hereto or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), which may include Electronic Signatures transmitted by emailed .pdf facsimile transmission or any other electronic means that reproduces an image of an actual executed signature pageimaging) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks and dated the Effective Date) of White ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Case LLP▇▇▇▇▇▇, counsel for the BorrowerP.C., in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received a certificate such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the BorrowerCompany, dated the Effective Date and executed by the secretary or an assistant secretary authorization of the Borrower Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(d) All costs, attaching expenses (iincluding reasonable and documented legal fees and expenses) a copy and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the certificate of incorporation of Company to the BorrowerArrangers (or Affiliates thereof), which the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be certified as of paid on or prior to the Effective Date or a recent date and, in the case of costs and expenses, invoiced at least two Business Days prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of to the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]]Date.
(de) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a the chief executive officer or the chief financial officer of the BorrowerCompany, certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Borrower Company set forth in this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing.
(ef) The Borrower shall have paidAll principal, on or prior to the Effective Dateinterest, all fees, expenses fees and other amounts payable by it on due or prior to outstanding under the Effective Date Existing Credit Agreement shall have been paid in full, all letters of credit issued under this Agreementthe Existing Credit Agreement shall have terminated or been canceled and all commitments and guarantees thereunder shall be terminated and discharged and released, the Commitment Letter and the Fee Letters (Administrative Agent shall have received customary payoff and termination documentation in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date)respect thereof.
(fg) Each Lender The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information that is regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, to the extent requested Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Borrower Company and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.
Appears in 1 contract
Sources: Credit Agreement (Trimble Inc.)
Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans and of any LC Issuer to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be is satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:9.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement executed signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), which may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image transmission of an actual executed a signed signature pagepage of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇., Senior Vice President and General Counsel of the Borrower and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Case ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received a certificate Note for each Lender that shall have requested one, signed on behalf of the Borrower, dated the Effective Date and executed by the secretary or an assistant secretary of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]].
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(e) Receipt and satisfactory review by the Administrative Agent and the Lenders of such financial information including audited financial statements for fiscal years ended 2024, 2023 and 2022, and financial information, regarding the Borrower and its Subsidiaries, as the Lenders may reasonably request.
(f) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by the Chief Executive Officer and General Manager, a financial officer Vice President or a Financial Officer of the Borrower, certifying that, as of the Effective Date, confirming (i) the representations and warranties of the Borrower set forth in this Agreement are shall be true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified on and as being true and correct in all respects) of the Effective Date and (ii) no Default has shall have occurred and is be continuing.
(eg) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of a senior officer of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to result in a Material Adverse Change.
(h) The absence of any material adverse change since December 31, 2024, in the condition, financial condition, business, assets, liabilities (actual and contingent) or operations of the Borrower and its Significant Subsidiaries, taken as whole.
(i) The Borrower shall be in compliance with all existing material financial obligations and all obligations under each Wholesale Power Contract.
(j) If requested by the Administrative Agent, receipt by the Administrative Agent of copies of the Wholesale Power Contracts, each of which shall be certified by the Borrower to be true and complete and in full force and effect.
(k) The Administrative Agent shall have received a copy of ▇▇▇▇▇▇▇▇’s investment policy.
(l) The Borrower shall have paid, on paid all fees and reimbursed all expenses as the Borrower shall have agreed to pay to any Lender or prior to the Effective Date, all fees, expenses and other amounts payable by it Administrative Agent on or prior to the Effective Date under in connection with the negotiation, preparation, execution and delivery of this Agreement, the Commitment Letter Agreement and the Fee Letters (in other Loan Documents and the case extensions of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date)credit hereunder.
(fm) Each Lender The Lenders shall have received, at least three Business Days prior to the Effective Date, received all documentation and other information that is required by regulatory authorities Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act.
(n) The Lenders shall have completed and be reasonably satisfied with such due diligence as the Lenders decide to conduct.
(o) The execution, delivery and performance by the Borrower of the Loan Documents (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the organizational documents of the Borrower or any order of any Governmental Authority, and (iii) will not result in the creation or imposition of any Lien on any asset of the Borrower (other than Liens permitted under Section 6.02).
(p) At least two days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to any applicable Lender a Beneficial Ownership Certification in relation to the extent requested at least 10 Business Days prior to Borrower.
(q) The Administrative Agent shall have received evidence that the Effective Datecommitments under (i) that certain ▇▇▇▇▇▇▇ and Restated Credit Agreement dated as of September 30, 2021, by and among the Borrower, the lenders party thereto and U.S. Bank National Association, as administrative agent and (ii) that certain ▇▇▇▇▇▇▇ and Restated Credit Agreement dated as of August 9, 2022, by and among the Borrower, the lenders party thereto and U.S. Bank National Association as administrative agent, in each case, have been terminated and all loans outstanding thereunder together with accrued and unpaid interest thereon and accrued and unpaid fees and other amounts thereunder have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of any LC Issuer to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 1:00 p.m. (New York City time) on all parties heretoMay 31, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (Basin Electric Power Cooperative)
Conditions to Effective Date. This Agreement shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.059.02); provided that the obligations of the Lenders to make Loans and of the Issuing Banks to issue, amend or extend Letters of Credit are further subject to the satisfaction (or waiver in accordance with Section 9.059.02) of the conditions precedent set forth in Section 3.024.02:
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c9.06(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks and dated the Effective Date) of White & Case LLP▇▇▇▇▇ Day, counsel for the BorrowerCompany, in form and substance reasonably satisfactory to the Administrative Agent.. [[60112168169920]]
(c) The Administrative Agent shall have received a certificate of the BorrowerCompany, dated the Effective Date and executed by the secretary or an assistant secretary of the Borrower Company and in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate articles of incorporation of the BorrowerCompany, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delawareappropriate Governmental Authority, and the by-laws bylaws of the BorrowerCompany, (ii) signature and incumbency certificates of certain the officers of the Borrower Company executing this Agreementany Loan Document, (iii) resolutions or minutes of the board of directors of the Borrower Company approving and authorizing the Financing Transactionsexecution, delivery and performance of the Loan Documents, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State applicable Governmental Authority of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]].
(d) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a financial officer Responsible Officer of the BorrowerCompany, certifying that, as of the Effective Date, (i) the representations and warranties of the Borrower Company set forth in this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing.
(e) The Borrower Company shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender The Administrative Agent shall have received, at least three two Business Days prior to the Effective Date, all documentation and other information requested by it (including at the request of any Lender) in writing to the Company at least 10 Business Days prior to the Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested at least 10 Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower Company and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.
Appears in 1 contract
Sources: Revolving Credit Agreement (Skyworks Solutions, Inc.)
Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions shall be are satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:9.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a at least one executed counterpart of this Agreement executed on behalf of such party or (ii) written evidence from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent (whichshall have been made for the delivery of additional executed counterparts, subject sufficient in number for distribution to Section 9.09(c)the Agents, may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement.the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Agent, the Issuing Bank and the Lenders and dated the Effective Date) of White & Case LLP(i) L.▇. ▇▇▇▇▇▇▇▇, counsel for Vice President, General Counsel and Secretary of the BorrowerCompany, in a form reasonably satisfactory to the Administrative Agent and substance (i) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent.;
(c) The Administrative Agent shall have received a certificate documents and certificates relating to the organization, existence and good standing of the BorrowerCompany, dated the Effective Date and executed by the secretary or an assistant secretary authorization of the Borrower and Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]];
(d) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by the President, a financial officer Vice President or a Financial Officer of the BorrowerCompany, certifying that, confirming as of the Effective Date, that (i) the representations and warranties of the Borrower Company set forth in Article III of this Agreement are true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified on and as being true and correct in all respects) of such date and (ii) no Default has occurred and is continuing.; and
(e) The Borrower Administrative Agent and each Lender (and its Affiliates) shall have paid, received all fees and other amounts due and payable on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulationincluding, to the extent requested at least 10 Business Days prior invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties heretoCompany hereunder.
Appears in 1 contract
Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the conditions precedent set forth in Section 3.02:9.02):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), which may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pagea facsimile transmission) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of White ▇▇▇▇▇▇▇▇ & Case ▇▇▇▇▇ LLP, counsel for the BorrowerLoan Parties, addressing corporate authority matters and other matters as the Administrative Agent shall reasonably request, each such opinion to be in form, scope and substance reasonably satisfactory to the Administrative Agent and the Lenders.
(c) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of such Loan Party and the authorization of the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(ca) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing.
(e) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date and executed by the secretary or an assistant secretary of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the certificate of incorporation of the Borrower, which shall be certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]]
(d) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed by a the chief financial officer of the Parent Borrower, certifying that, as of confirming compliance with the Effective Date, (i) the representations and warranties of the Borrower conditions set forth in paragraph (d) of this Agreement are true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuingSection.
(e) The Borrower shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date).
(f) Each Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested at least 10 Business Days prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ascena Retail Group, Inc.)